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2025 Supreme(Mad) 2753
IN THE HIGH COURT OF JUDICATURE AT MADRAS
S.S. SUNDAR, A.A. NAKKIRAN, JJ.
Goseago Multimodal Corporation, Rep. by its Managing Partner Sumathi Selvakumar & Ors. - Appellants
Versus
M/s. Priya Blue Industries Pvt Ltd - Respondent
OSA [CAD] Nos.37 to 39 of 2025 & CMP.Nos.8182 & 8188 of 2025
Decided On : 08-04-2025
For the Appellants : Mr. N. Murali Kumaran Senior counsel for Mr. Anandh Venkataramani.
For the Respondent: Mr. P.V. Balasubramaniam Senior Counsel for M/s. Deepika Murali.
A subsequent arbitration agreement supersedes a prior agreement regarding jurisdiction, confirming the agreed seat of arbitration must be followed.
Headnote:(A) Arbitration and Conciliation Act, 1996 - Section 9 - Arbitration agreement - The court found that a subsequent agreement superseding a prior preliminary agreement for arbitration prevails, establishing the seat of arbitration at Bhavnagar, Gujarat - The appellants' claim of breach of contract was dismissed due to lack of jurisdiction. (Paras 3, 8, 10)
(B) Jurisdiction - The court held it lacked jurisdiction to adjudicate on applications concerning contracts specifying arbitration outside its jurisdiction. (Paras 6, 8)
Facts of the case:
The appellants, an unregistered partnership firm, entered into a Composite Agreement with the respondent concerning the removal of scrap. A subsequent agreement established the seat of arbitration at Bhavnagar, with the appellants seeking an injunction due to alleged breaches of the Composite Agreement.
Findings of Court:
The learned Single Judge dismissed the applications on the basis that the arbitration clause in the first agreement was unenforceable due to subsequent contractual obligations.
Issues: The main issues were the enforceability of the first agreement and jurisdiction based on the arbitration clause in the second agreement.
Ratio Decidendi: The court ruled that the subsequent agreement effectively superseded the initial agreement, rendering the prior arbitration clause unenforceable and confirming lack of jurisdiction based on the agreed seat of arbitration.
Result: Appeals dismissed.
| Table of Content |
|---|
| 1. parties entered into multiple agreements regarding arbitration. (Para 1 , 2 , 3) |
| 2. arguments on the enforceability of agreements and jurisdiction. (Para 4 , 5 , 6) |
| 3. court discusses relevance of cited case. (Para 7 , 8) |
| 4. court emphasizes jurisdiction over merits. (Para 9 , 10) |
| 5. dismissal of appeals and closure of petitions. (Para 11) |
JUDGMENT :
S.S. SUNDAR, J.
1. The above Original Side Appeals have been directed against the common order dated 03.03.2025 passed in OA.Nos.110 and 109/2025 and A.No.843/2025 in OA.Nos.109 & 110/2025.
2. All the above appeals have been preferred by the same appellants who are the applicants in OA.Nos.109 and 110/2025. Since all the appeals are connected, these appeals are disposed of by this common order.
3. Brief facts that are necessary for the disposal of these appeals, are as follows:-
(a) The 1st appellant appears to be an unregistered Partnership Firm and appellants 2 and 3 are partners of the 1st appellant Company. The appellants entered into an Agreement on 26.03.2024 with the respondent. It appears that the respondent took part in a tender relating to dismantling and removal of scrap from the thermal power unit of M/s.Neyveli Lignite Corporation. Even before the tender process was finalized, a preliminary Agreement known as Composite Agreement was entered into on 26.03.2024. Thereafter, as per the first agreement, the parties had agreed for resolution of dispute by arbitration and the seat of Arbitration was agreed to be at Chennai. However, it is not in dispute that a subsequent Agreement dated 06.07.2024 was entered into and the second agreement was after the respondent became the successful bidder. It appears that a dispute arose between the parties and the appellants issued notice in terms of 21 of Arbitration and Conciliation Act, 1996, calling upon the respondent, not to remove any material which is the subject matter of the Agreement dated 26.03.2024 and the business Agreement dated 06.07.2024 and to choose any one of the Judges for resolving the issues which arise out of the Agreement dated 26.03.2024 and further business Agreement dated 06.07.2024.
(b) The appellants claiming that the respondent had committed breach of Composite Agreement dated 26.03.2024, filed applications under Section 9 of the Arbitration and Conciliation Act, seeking for an injunction restraining the respondent herein from moving/removing/handling the scrap materials which are the subject matter of the two Agreements. The appellants claimed that they were ready and willing to perform the terms of the Composite Agreement dated 26.03.2024 and the respondent had quite contrary to the terms and conditions of the composite Agreement dated 26.03.2024, started dismantling and removing the scrap from the premises of M/s.NLC without the concurrence of the appellants. Hence, the appellants filed OA.Nos.109 and 110/2025 seeking interim orders.
(c) Even though interim protection was given vide order dated 13.02.2025 in OA.Nos.109 and 110/2025, the respondent filed an application in A.No.843/2025 to vacate the interim order granted in OA.Nos.109 and 110/2025.
(d) The objection raised by the respondent is that as per the second Agreement dated 06.07.2024 and the subsequent Addendums, the seat of Arbitration was agreed to be at Bhavnagar, Gujarat. In the application filed for vacating the interim order, the respondent specifically pleaded that the appellants have filed the applications in OA.Nos.109 and 110/2025 suppressing the material facts and the addendum dated 06.07.2024 wherein the appellants had agreed to pay additional payment of Rs.60 Crores within sixty days of respondent making the said payment. One of the objection raised by the respondent is that the arbitration clause as per the Composite Agreement dated 26.03.2024 is superseded by the subsequent Agreement dated 06.07.2024 and therefore, the applications are not maintainable before this Court.
(e) The learned Single Judge, after elaborately conside
