IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 7^TH DAY OF NOVEMBER, 2025 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ CIVIL MISC. PETITION NO. 191 OF 2025 BETWEEN:

M/S PROPTECH ADVISORS PVT LTD INCORPORATED UNDER THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT NO. 22, 5^TH FLOOR, HARA CHAMBERS K.H. ROAD, BENGALURU 560 027 REPRESENTED BY ITS DIRECTOR MR. ADARSH NARAHARI …PETITIONER (BY SRI. CHINTAN CHINNAPPA M., ADVOCATE)

AND:

MR PRASAD S RAJANAHALLY #274, APARTMENT NO. 401, ELEGANT GRANDEUR, 2^ND MAIN ROAD, OPPOSITE TO NATIONAL COLLEGE Digitally signed PLAY GROUND, JAYANAGAR, 7^TH BLOCK, by SHWETHA BANGALORE SOUTH, RAGHAVENDRA BANGALORE - 560 011 Location: HIGH COURT OF EMAIL PRASADRAJANAHALLY@GMAIL.COM KARNATAKA …RESPONDENT (BY SRI. G.S.VENKAT SUBBARAO., ADVOCATE)

THIS CMP IS FILED UNDER SECTION 11(5) OF THE ARBITRATION AND CONCILIATION ACT, 1996 PRAYING TO APPOINT THE SOLE ARBITRATOR IN TERMS OF CLAUSE NO.7 OF THE MEMORANDUM OF UNDERSTANDING DATED 15.01.2021 VIDE ANNEXURE B AT CLAUSE NO.7 BETWEEN THE PARTIES, REFERRED TO SUPRA, FOR ADJUDICATION OF DISPUTES THAT HAVE ARISEN BETWEEN THE PETITIONER AND THE RESPONDENT, IN THE INTEREST OF JUSTICE AND EQUITY.

THIS CMP, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER:

CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ

ORAL ORDER

1. The Petitioner is before this Court seeking for the following reliefs:

a. To appoint an Sole Arbitrator in terms of Clause 7 of the Memorandum of Understanding dated 15.01.2021 vide Annexure-B at Clause 7 between the parties, referred to supra, for adjudication of disputes that have arisen between the parties in the interest of justice and equity.

2. The petitioner and the respondent had entered into a Memorandum of Understanding dated 15.01.2021 which is governed by an arbitration clause in terms of Clause 7 thereof, which is reproduced hereunder for easy reference:

7. Dispute Resolution:

This MOU shall be governed and construed in accordance with the laws of the Republic of India.

In the event of any dispute between the Parties in relation to or arising out of this MOU, the said dispute shall be referred to arbitration in terms of the Arbitration and Conciliation Act, 1996. Place of arbitration shall be Bengaluru and the Courts of Bengaluru shall have to power to deal with the same.

3. There being disputes between the parties, the petitioner invoked the arbitration clause and issued a notice on 05.08.2024 appointing his nominee arbitrator. The said notice was served on the respondent as there was no reply, the petitioner has approached this Court seeking for the aforesaid reliefs.

4. Notice having been issued, respondent had entered appearance and the counsel for the respondent today submits that the Memorandum of Understanding which has been entered into between the parties is an agreement to enter into a further agreement inasmuch as post the MOU an agreement of sale has to be entered into and thereafter a sale deed and in this regard, he relies upon Clause 2.1 of the MOU which is reproduced hereunder for easy reference

2. CONSIDERATION

2.1. The Second Party has agreed to pay to the First Party an amount of Rs. 25,00,000/- (Rupees Twenty five Lakhs only) per Acre for purchasing of the Schedule Property as sale consideration as below mentioned manner;

5. On that basis, he submits that when there is agreement to enter into an agreement, the relief of specific performance which may be sought for by the petitioner cannot be granted and therefore the matter cannot be referred to arbitration.

6. The present matter is one under Section 11 of the Arbitration and Conciliation Act, where this Court is required to only see whether there is an arbitration clause / agreement entered into between the parties. The claim made, the defence or otherwise is required to be left to the arbitrator to be so decided. The MOU being admitted, the MOU being governed by an arbitration clause being admitted, whether it is an agreement to enter into an agreement or