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* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment reserved on: 06.11.2025

Judgment pronounced on: 21.11.2025

+ FAO(OS) 136/2025 and CM APPL. 69067/2025

GAURAV AGGARWAL .....Appellant

Through: Mr. Avnish Pandey, Adv.

versus

RICHA GUPTA .....Respondent

Through: Mr Viraj R. Datar, Sr. Adv with Mr. Chetan Lokur, Advs.

CORAM:

HON'BLE MR. JUSTICE ANIL KSHETARPAL

HON'BLE MR. JUSTICE HARISH VAIDYANATHAN SHANKAR

J U D G M E N T

ANIL KSHETARPAL, J.

1. The present Appeal assails the correctness of the judgment dated 15.10.2025 passed by the learned Single Judge in O.M.P. 1/2025 [hereinafter referred to as “Impugned Judgment”], whereby the Petition filed by the Appellant under Section 34 of the Arbitration and Conciliation Act, 1996 [hereinafter referred to as “AC Act”] was dismissed and the Arbitral Award dated 10.01.2025 was upheld. By the said Award, the learned Sole Arbitrator terminated the arbitral proceedings under Section 32(2)(c) of the AC Act, holding that the Agreement to Sell [hereinafter referred to as ‘ATS’] dated 05.01.2024, was unstamped, unregistered, and therefore, unenforceable in law.

2. The issue which arises for consideration in the present Appeal is whether the learned Single Judge was justified in upholding the termination of the arbitral proceedings under Section 32(2)(c) of the AC Act by the Arbitral Tribunal, on the ground that the ATS dated 05.01.2024, forming the basis of the arbitral claims, being unregistered and unstamped in respect of immovable property situated in the State of Uttar Pradesh, was unenforceable and incapable of being acted upon.

FACTUAL MATRIX

3. The brief facts, leading to the filing of the present Appeal, are as follows. The Respondent is the sub-lessee in possession of a Flat bearing Unit No. KLP0152004 situated in Kalypso Court-15, Jaypee Greens, Noida, Uttar Pradesh [hereinafter referred to as “subject property”], under a Sub-Lease Deed dated 11.07.2021 executed by Jaypee Infratech Limited [hereinafter referred to as “JIL”] in her favour.

4. The Respondent approached the Appellant with an offer to transfer her sub-leasehold interest in the subject property. Pursuant thereto, an ATS was executed between the parties on 05.01.2024 for the transfer of the Respondent’s sub-leasehold rights in the subject property for a total consideration of Rs. 5 crores, out of which the Appellant paid a sum of Rs. 50,000/- as token money.

5. Under Clause 5.1 of the ATS, the Respondent was required to obtain prior permission from JIL and Yamuna Expressway Industrial Development Authority [hereinafter referred to as “YEIDA”] for transfer of the sub-leasehold rights in the subject property and the Appellant was required to extend his complete cooperation to the Respondent in getting the said approval by signing, executing and submitting all necessary documents/application required for such approval. The Respondent, vide letter dated 15.01.2024, informed the Appellant regarding the requirement of filing a joint application before JIL and YEIDA for obtaining such permission.

6. Subsequently by a Notice dated 07.02.2024, the Respondent communicated the termination of the ATS to the Appellant, alleging breach of its terms. The Appellant disputed the allegations in his reply dated 08.03.2024. Thereafter, by notice dated 15.04.2024, the appellant invoked the arbitration clause contained in Clause 14 of the ATS in terms of Section 21 of the AC Act. The Respondent, in her reply, denied the existence of any valid or enforceable contract, asserting that the ATS was neither registered nor duly stamped and was, therefore, not arbitrable.

7. Notwithstanding the above objection, the arbitration proceedings commenced before the Sole Arbitrator named in the ATS. The Appellant filed his Statement of Claim seeking specific performance of the ATS, while the Respondent, in her Statement of Defence, reiterated that the ATS was unenforceable for want of registration and stamping as required un