ARB.P. 498/2021

Page 1 of 14

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IN THE HIGH COURT OF DELHI AT NEW DELHI

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ARB.P. 498/2021

JOHNSON CONTROLS-HITACHI AIR CONDITIONING

INDIA LTD

..... Petitioner

Through

Mr. Praveen Mahajan, Adv.

versus

MAHAMAYA INFRASTRUCTURE PRIVATE LIMITED

..... Respondent

Through

Mr. Adab Singh Kapoor & Mr.

Sameer Chaudhary, Advs.

CORAM:

HON'BLE MR. JUSTICE C. HARI SHANKAR

JUDGEMENT (ORAL)

%

02.02.2022

(By Video Conference on account of COVID-19)

1.

The court is, in the present case, faced with a piquant situation

in which various documents have been executed between the parties,

containing arbitration clauses, each of which points in a direction to

different from the others.

2.

The way forward, in such a situation, is shown by the judgment

of the Supreme Court in Balasore Alloys Ltd. v. Medima Llc¹, para 11

of whichreads thus:

“11. At this stage, it is necessary for us to refer to the

decision rendered in Olympus Superstructures (P) Ltd. v.

Meena Vijay Khetan²wherein this Court was confronted with

the issue of there being two different arbitration clauses in

1(2020) 9 SCC 136

2 (1999) 5 SCC 651

This is a digitally signed Judgement.

NEUTRAL CITATION NO: 2022/DHC/000491

ARB.P. 498/2021

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two related agreements between the same parties. This Court

while dealing with the same had harmonised both the clauses

and had on reconciliation held that the parties should get the

disputes resolved under the main agreement. In that context it

was held as hereunder: (SCC pp. 667-68, para 30)

“30. If there is a situation where there are disputes

and differences in connection with the main agreement

and also disputes in regard to “other matters”

“connected” with the subject-matter of the main

agreement then in such a situation, in our view, we are

governed by the general arbitration Clause 39 of the

main agreement under which disputes under the main

agreement and disputes connected therewith can be

referred to the same arbitral tribunal. This Clause 39 no

doubt does not refer to any named arbitrators. So far as

Clause 5 of the Interior Design agreement is

concerned, it refers to disputes and differences arising

from that agreement which can be referred to named

arbitrators and the said Clause 5, in our opinion, comes

into play only in a situation where there are no disputes

and differences in relation to the main agreement and

the disputes and differences are solely confined to the

Interior Design agreement. That, in our view, is the

true intention of the parties and that is the only way by

which the general arbitration provision in Clause 39 of

the main agreement and the arbitration provision for a

named arbitrator contained in Clause 5 of the Interior

Design agreement can be harmonised or reconciled.

Therefore, in a case like the present where the disputes

and differences cover the main agreement as well as

the Interior Design agreement, — (that there are

disputes arising under the main agreement and the

Interior Design agreement is not in dispute) — it is the

general arbitration Clause 39 in the main agreement

that governs because the questions arise also in regard

to disputes relating to the overlapping items in the

schedule to the main agreement and the Interior Design

agreement, as detailed earlier. There cannot be

conflicting awards in regard to items which overlap in

the two agreements. Such a situation was never

contemplated by the parties. The intention of the

parties when they incorporated Clause 39 in the main

agreement and Clause 5 in the Interior Design

This is a digitally signed Judgement.

NEUTRAL CITATION NO: 2022/DHC/000491

ARB.P. 498/2021

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agreement was that the former clause was to apply to

situations when there were disputes arising under both

agreements and the latter was to apply to a situation

where there were no disputes or differences arising

under the main contract but the disputes and

differen