JUDGMENT :

SUNITA AGARWAL, C.J.

Introduction:-

1. This appeal under Section 37 of the Arbitration and Conciliation Act, 1996 (in short as ‘the Act’ 1996’) is directed against the judgment and order dated 09.10.2025 passed by the Additional District Judge, Ahmedabad (Rural) namely, the Commercial Court in allowing the Commercial Civil Miscellaneous Application No.19 of 2024 filed under Section 34 of the Act’ 1996, setting aside the arbitral award dated 17.06.2024, the order dated 16.09.2024 as also the modified award dated 07.10.2024, passed by the learned sole Arbitrator.

2. The brief facts relevant to decide the controversy at hands as noted in the order impugned, are that the appellant herein – original claimant, namely Accurate Thermal Spray Private Ltd. (hereinafter referred to as ‘the claimant’) entered into a Business agreement dated 02.10.2008 with the respondent, namely SKF Engineering and Lubrication India Private Ltd. (hereinafter referred to as ‘the respondent’ or ‘SKF’), whereunder the claimant would set up the facility and invest in equipment for coating and painting of the Large size bearing (‘LSB’ in short) of the specified dimensions and the respondent – SKF would provide a minimum guaranteed quantity of bearings each year for coating and painting, failing which it would pay 60% of the average basic price for the shortfall.

3. Prior to the execution of the Business agreement, several meetings and e-mail exchanges took place between October, 2007 and September, 2008 concerning logistics, investment and sub-contracting arrangements. On 26.02.2008, the parties entered into a Confidentiality agreement regarding specifications, rights and obligations relating to coating and painting of LSBs of specified dimensions.

4. On 12.03.2008, a meeting was held at Karnavati Club, Ahmedabad followed by a detailed “First Hand Report” dated 02.05.2008 prepared by the claimant. The said report proposed installed capacity for coating 3,600 bearings in the first year, increasing to 14,000 bearings over 5 years, along with investment estimates.

5. Between June and July 2008, the claimant attended international trade events, procured machinery and visited SKFs facilities abroad. On 20.08.2008 the claimant informed SKF of acquiring land adjoining SKF’s Bavla Plant for the project and sought an approach road through SKF’s land. The Business agreement was executed on 08.10.2008 and signed by the parties on 17.10.2008. The claimant purchased land on 03.03.2009 for the facility but the constructions could not commence due to non-availability of the approach road by the SKF.

6. The claimant alleged that SKF later shelved its plan to manufacture large size bearings at Bavla and diverted production abroad, thereby committed breach of the Business agreement. The respondent SKF, however, denied this allegation and maintained that it was not obliged to supply bearings until the claimant had established and commissioned the facility as per contractual specifications.

7. The respondent – SKF, contented that the provision of access road was never part of the Business agreement dated 02.10.2008 executed on 17.10.2008 and categorically denied any such commitment.

8. It seems that various meetings and correspondences ensued between 2009 and 2010, with no resolution.

9. The arbitration proceedings were initiated following a notice dated 18.07.2014 for appointment a sole Arbitrator. The High Court vide order dated 12.12.2014 in Arbitration Petition No.57 of 2014 appointed the learned sole Arbitrator who has rendered the final award dated 17.06.2024. On an application filed under Section 33 of the Act’ 1996, an order dated 16.09.2024 was passed and a modified award was delivered on 07.10.2024.

Arbitrator’s Award:-

10. The learned Arbitrator has framed the following main issues arising from the contract and pleading of the parties;

1. Whether the claimant was ready and willing to perform its part of obligation under the Business agreement dated 17.10.2008?

2. Whether t