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* IN THE HIGH COURT OF DELHI AT NEW DELHI Reserved on: 01st April, 2026 Pronounced on: 10th April, 2026 + ARB.P. 36/2026 LIFEWELL DIAGNOSTICS PRIVATE LIMITED .....Petitioner Through: Mr. Nawaz Sherif, Mr. Rishabh, Mr.

Arun Prakash, Advs.

Email:

sherifandassociates@gmail.com versus MICRON LABORATORY .....Respondent Through: Mr. Akshay Makhija, Sr. Adv. with Mr. Aayushman Shukla, Adv.

Mob: 8860555644 Email: aayushman247@gmail.com CORAM:

HON'BLE MS. JUSTICE MINI PUSHKARNA

JUDGMENT

MINI PUSHKARNA, J.

1. The present petition has been filed seeking appointment of a sole arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”), on the basis of disputes having arisen between the parties pertaining to a Revenue Sharing Agreement (“Agreement”) dated 01^st September, 2023, whereby, the petitioner was granted the right to operate the pathology lab of the respondent situated at D-10, LGF, Green Park, New Delhi, in the name and style of „Micron Laboratory‟.

2. As per the petitioner, issues have arisen between the parties on account of various defaults by the respondent in payment obligations under the Agreement, with an outstanding of Rs. 23,93,916/- (Rupees Twenty Three Lacs Ninety Three Thousand Nine Hundred Sixteen) being due to the petitioner.

3. The petitioner relies upon Clause 29 of the Agreement, which contains the provision for dispute resolution, for seeking appointment of an arbitrator. The said Clause 29 of the Agreement reads in the following manner:

“xxx xxx xxx xxx xxx xxx”

4. On the other hand, the respondent has resisted appointment of an arbitrator in the present case by pleading that it is not liable to make any payments to the petitioner as both the parties had mutually terminated the Agreement on 03^rd May, 2024. It was further mutually decided between the parties that the account of both the parties will be treated to be settled, and accordingly, no party will raise any claim against the other in the future. As per the respondent, in terms of the said mutual understanding, no dispute survives between the parties.

5. Further, the respondent has also disputed the Arbitration Clause relied upon by the petitioner, on the ground that the same does not constitute a binding Arbitration Agreement between the petitioner and the respondent. It is the case of the respondent that Clause 29 of the Agreement between the parties does not make the recourse to arbitration mandatory, as the use of/reference to the phrase „may be referred to the arbitration‟, clearly shows that there is no binding Arbitration Agreement between the parties. Moreover, in view of the use of the word „may‟, there is no clear intention of the parties to submit the disputes between them to arbitration.

6. Having heard learned counsels for the parties, this Court notes that it is a settled legal position that existence of a valid, written Arbitration Agreement, which shows the ad idem intention of the parties to submit to arbitration as the dispute resolution mechanism, is a sine qua non for referring the parties to arbitration.

7. Section 2(b) of the Arbitration Act defines an Arbitration Agreement to mean an Agreement referred to in Section 7 of the Arbitration Act. In terms of Section 7 of the Arbitration Act, an Arbitration Agreement is an agreement by and between the parties to submit to arbitration, all or certain disputes which have arisen or which may arise between them. Further, while Section 7(2) of the Arbitration Act stipulates that an Arbitration Agreement may be in the form of Arbitration Clause in a contract or in the form of a separate agreement, Section 7(3) of the Arbitration Act clearly states that an Arbitration Agreement between the parties shall be in writing.

8. For the sake of convenience, Section 7 of the Arbitration Act is reproduced as under:

“xxx xxx xxx

7. Arbitration agreement:- (1) In this Part, “arbitration agreement” means an agreement by the parties to submit to arbitration all or certain disputes which h