JUDGMENT :

R. SUBBIAH, J.

This Original Side Appeal (O.S.A) has been filed against the order dated 23.12.2016 made in O.P.No.231 of 2016 passed by the learned Single Judge, setting aside the arbitral award, dated 16.03.2016 passed by the second respondent in the arbitral dispute between the first respondent and the appellants pursuant to Joint Development Agreement, dated 17.12.2004.

2. For the purpose of convenience, the parties are referred to as they are ranked in this O.S.A. Brief facts which are necessary to decide the issue involved in this appeal are as follows:

(a) The first respondent-Company (claimant) is engaged in the business of property development and construction. The respondents 1 to 3 in the Original Petition, who are the appellants herein, are brothers. They are absolute owners in possession of land bearing New Door No.165, Old No.110, St.Mary's Road, Alwarpet, Chennai-600 018, comprised in R.S.No.3925/8, 3926/5, 3927/6, Block No.86, Mylapore Division, Mylapore-Triplicane Taluk, Chennai, ad-measuring 20 grounds and 600 Sq.Ft. According to the first respondent-Company, the appellants had represented to the first respondent that they were seeking to develop their property and after several rounds of discussions and negotiations, it was agreed to develop the property jointly. While the appellants could contribute their land, the first respondent-Company would put up construction over the property of the appellants. In consideration of the first respondent-Company to put up construction over the said premises, the appellants agreed to convey 50% undivided share of the land to the first respondent-Company. To this effect, a Joint Development Agreement (JDA), dated 17.12.2004 was entered into between the first respondent-Company and the appellants.

(b) As per the JDA, 50% of the undivided share in the subject property was to be conveyed to the first respondent-Company on condition that the first respondent delivers 50% of the constructed area to the appellants after the building is completed in all respects and is certified as being fit for occupation by the Project Architect. The first respondent-Company was to develop the subject property at their own costs. The following are the relevant clauses of the JDA:

".. ..

6. As security for the due performance of LG's obligations under this agreement, LG has this day given a refundable Interest-free deposit of Rs.3,57,00,000/- (Rupees Three Crores Fifty Seven Lakhs only) at the time of signing of this agreement, the receipt whereof by Pay Order in favour of Prem Kumar Menon - Manor Menon Account" for and on behalf of all the LAND-OWNERS, the LAND-OWNERS do hereby admit and acknowledge. LG promises to pay a further refundable interest-free deposit of Rs.25,00,000/- (Rupees Twenty-Five Lakhs only) within 6 months from this day. The said two Security Deposits (hereafter together referred to as "the said Security Deposits") shall be returned without interest to LG by the LAND-OWNERS within 15 (fifteen) days of the fulfilment of all of the following four conditions by LG:

(a) LG completes the construction of the building in all respects, including the LAND-OWNERS CONSTRUCTED AREA fit for occupation and the Architects for the project certify to the LAND OWNERS that the building has been put up and completed according to the sanctioned plan and is fit for occupation.

(b) LG has applied to the Chennai Metropolitan Development Authority for Completion Certificate in respect of the said building and

(c) LG offers, in writing, to hand over the LAND-OWNERS CONSTRUCTED AREA to the LAND-OWNERS, after the conditions stipulated in clause (a) & (b) are fulfilled.

The date on which all the above conditions are fulfilled by LG is hereinafter referred to as "the said Handover Date".

It is expressly agreed between the parties hereto that, whether or not the LAND-OWNERS have taken delivery of the LAND-OWNERS CONSTRUCTED AREA, upon expiry of a period of 15 (fifteen) days from the said Handover Date, LG