IN THE HIGH COURT OF MADRAS
Rajiv Shakdher, J.
M/s. Lancor Holdings Limited - Petitioner
Versus
Mr. Prem Kumar Menon and Ors. - Respondent
O.P. No. 231 of 2016 and O.A. Nos. 189 and 240 of 2016
Decided On : 23-12-2016
Arbitration and Conciliation Act, 1996 - Section 34 - Supplemental agreements - Arbitration proceedings - Application for setting aside arbitral award - Dispute pertaining to parties herein has reached this Court and who are personae dramatis in dispute - Respondents herein are three siblings, who are members of Menon family - Dispute, which presently pivots around development of a property was owned by mother of respondents had eight children, which included three respondents, who are arrayed as parties herein - During her life time, she had settled a part of the property described above, which, in all ad measured 20 grounds and 600 square feet, amongst three respondents and their sister - Settlement took place via a registered instrument - Held, Arbitration proceedings would be categorised as an international commercial arbitration, to my mind, does not take case of respondents any further, as it is not even, stand of learned counsel - Would not be available to petitioner company to assail award, which is based on such a premise – Court inclined to set aside impugned award, albeit, partially - In other words, while, finding with respect to failure by petitioner company to comply with conditions stipulated in clause 6(a) of JDA is sustained, along with all those attendant findings which are necessary to reach this conclusion - Court disinclined, for present, to axiomatically proceed to invalidate sale deeds, as much would depend on course of action, which concerned Adjudicator would take hereafter - Supplemental agreements, if it were to pay damages as may be judicially determined by an appropriate forum or, in alternative, could declare sale deeds as invalid and allow for payment of only cost of construction to petitioner company - While taking recourse to this alternative concerned Adjudicator will have to bear in mind, in my opinion, terms of JDA and nature of arrangement arrived at between parties, and then, perhaps, rule on best way forward - Captioned petition is disposed of.
Rajiv Shakdher, J.
This is a petition filed under Section 34 of the Arbitration and Conciliation Act, 1996 (in short, 'the 1996 Act') to assail the award dated 16.03.2016.
2. Before I proceed further, it may be relevant to give a brief background as to how the dispute pertaining to the parties herein has reached this Court and who are the personae dramatis in the dispute.
2.1. The respondents herein are three siblings, who are members of the Menon family. The dispute, which presently pivots around the development of a property described as : New No.165, Old Door No.110, St. Mary's Road, Chennai - 600 018 (in short "the property"), was owned by one Mrs. Margaret Kalyani Balakrishna Menon ; the mother of the respondents herein.
2.2. Mrs. Margaret Kalyani Balakrishna Menon had eight children, which included the three respondents, who are arrayed as parties herein. During her life time, she had settled a part of the property described above, which, in all ad measured 20 grounds and 600 square feet, amongst the three respondents and their sister Mrs. Geeta Mani. The settlement took place on 31.01.1975 and 05.10.1979 via a registered instrument.
2.3. Mrs. Margaret Kalyani Balakrishna Menon expired on 13.05.1989. Soon after her demise, on 20.06.1992, her husband Dr. K.T.B. Menon also passed away.
2.4. Consequently, disputes arose between the eight siblings, which included three respondents. Disputes between the eight siblings were referred to arbitration. Before the learned Arbitrator, an oral family arrangement was arrived at on 10.11.2002, which was reduced to writing on 16.11.2002. Consequent thereto, the rights, inter se, the eight (8) siblings were re-arranged based on the family arrangement. The Arbitrator, appointed, passed an award dated 21.11.2002.
2.5. As per the said award, the property was divided in the following manner : respondent No.1 was allotted 8 grounds and 300 sq. ft. ; respondent No.2 was allotted 5 grounds and 150 sq. ft. ; respondent No.3 was allotted 5 grounds and 150 sq. ft. ; and, Mrs. Geeta Mani was allotted 2 grounds.
2.6. The other siblings, it appears, on being compensated, released their shares in favour of respondent No.1. Likewise, Mrs. Geeta Mani also released her share in favour of respondent No.1. Consequently, share of respondent No.1 stood enhanced to 10 grounds and 300 sq. ft.
2.7. The three respondents, it appears, agreed to develop the property. For this purpose, they interacted with one Ganshyam Sheth, who in turn, introduced them to, one, Mr. R.V. Shekar. It appears, R.V. Shekar, is the main cog, so to say, in the petitioner company. Consequently, a Joint Development Agreement dated 17.12.2004, (in short 'JDA') was entered into between the respondents and the petitioner company, albeit, in its earlier avatar, which went by the name : Lancor Gesco Properties Limited.
2.8. On 10.05.2015, the name of Lancor Gesco Properties Limited was changed to Lancor G:Corp Properties Limited. Thereupon, Lancor G:Corp Properties Limited was amalgamated with the petitioner company via a scheme sanctioned by this Court vide order dated 23.08.2007. Thus, all rights and obligations of Lancor Gesco Properties Limited stood vested in the petitioner company.
2.9. The JDA required the petitioner company to develop the property and to construct thereupon a residential or, a commercial building at its own cost and expense, and to deliver, to the respondents free of cost and charges 50% of the total super built up area in the building so erected. This task was to be undertaken by the petitioner company in consideration of the respondents conveying to it free from all encumbrances undivided 50% share in the property with the freedom to seek transfer of its interest in the property, in favour of its nominee.
2.10. This, in essence, is, at the heart of the JDA, with appurtenant obligations thrown in qua each of the parties. The central theme of the JDA is that the parties herein will have 50% share in not only the subject bui
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