The terms of the tender notification and the letter of acceptance constituted a binding agreement, and the parties had bound themselves to certain terms and conditions even without a formal agreement. Therefore, there was a concluded contract and an arbitration clause.

ORDER :

The petitioner is stated to be a Private Limited Company and assert that they have entered into a contract with the respondent, for the purpose of operating the Vehicle Parking Facility at Thiruvananthapuram Central (Main Entry) Railway Station, for a period of two years. They say that disputes have arisen between the parties regarding execution of the said work contract because, the respondent did not take any action to remove and stop unauthorised parking of vehicles in the vicinity of the Railway Station; and therefore, that they were constrained to request them to guide appropriately with respect to future course, as evident from Annexures A13, A14 and A15 Communications.

2. The petitioner says that, however, instead of considering their request in its proper perspective, the respondents have now issued Annexure A19, terminating the contract itself and asking them to hand over the list of vehicles parked in the facility. They say that they have been thus constrained to approach this Court through this Arbitration Request because, Annexure A1 -which is the intrinsic part of the contract, mandates that all disputes between the parties be resolved only through the process of arbitration, under the provisions of the Arbitration and Conciliation Act, 1956.

3. Sri.S.Biju – learned Standing Counsel for the respondents, however opposed the afore submissions of Sri.Biju Balakrishnan – learned counsel for the petitioner, asserting that there has been no concluded contract between the parties and pointed out to Annexure A16 in substantiation. He argued that, as is evident from the said document, even though the petitioner was directed to execute the agreement within a week of its date -namely 03.10.2022, no action had been taken; and therefore, that they cannot now seek arbitration of the alleged disputes based on a non-existent arbitration clause. He thus prayed that this Arbitration Request be dismissed.

4. An evaluation of the afore rival submissions of the parties would certainly require this Court to go through the documents produced in some detail.

5. It is without contest that the respondents had invited tenderers to operate the Vehicle Parking Facility at Thiruvananthapuram Central (Main Entry) Railway Station, through Annexure A1. The said document, vide Clause 19(1) thereof, provides that, in case of any delay in execution of the agreement, “the terms of the tender notification”, as also “the Letter of Acceptance (LOA)”, will be binding and will be treated as an agreement. It then goes on to say, as per its Clause 57, that, in case of disputes arising between the parties, provisions of the Arbitration and Conciliation Act, 1956 and its amendments from time to time, as also the conditions in the GCC – which obviously refers to the “General Conditions of Contract” -will apply.

6. Pertinently, in response to the tender furnished by the petitioner pursuant to Annexure A1, Annexure A2 -“LOA” was admittedly issued by the respondents, accepting the same and making it clear that the period of contract will be reckoned either from the actual date of starting of management of the Vehicle Parking Facility, or from the 30th day of the said document, whichever is earlier. It is, therefore, manifest that the “LOA” deemed the contract to begin from either of the afore days, without the parties having to enter into a formal agreement; though, in Clause 3 thereof, it was mandated that such be executed in a non-judicial stamp paper of Rs.500/-, within 15 days from its date.

7. That said, it is beyond contest that a formal agreement, as required in Annexure A2 -“LOA”, had not been entered into by the parties; but Annexures A3 and A4 would limpidly show that the terms of the “LOA” had to be abide by the petitioner, by making the requisite payment and security deposit.

8. Interestingly, pursuant to the afore, Annexure A6 -“Letter of Award” was issued by the respondents on 05.05.2022, without requiring the petitioner to enter into a formal contr