Neutral Citation Number: 2022/DHC/005052

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IN THE HIGH COURT OF DELHI AT NEW DELHI

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Reserved on: 28^th October, 2022

Decided on: 23^rd November, 2022

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ARB.P. 829/2022

PVR LIMITED

..... Petitioner

Through:

Ms. Sonal Singh, Ms. Sukanya

Lal,

Advocates

(M:7291059010)

versus

IMPERIA WISHFIELD PRIVATE LIMITED ..... Respondent

Through:

Mr. Rishabh Pant, Advocate

(M:9971919424)

CORAM:

HON'BLE MS. JUSTICE MINI PUSHKARNA

JUDGMENT

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23.11.2022

MINI PUSHKARNA, J.

1.

The present petition has been filed by the petitioner under

Section 11(6) of the Arbitration and Conciliation Act, 1996

(hereinafter referred to as „the Act‟) seeking appointment of an

arbitrator for adjudication of the disputes that have arisen between the

petitioner and the respondent.

2.

Petitioner is engaged in the business of building, managing,

running and operating multiplex theatres across the country, under

various brand names such as „PVR‟, „PVR Premier‟, „PVR Gold

Class‟. Respondent is engaged in the business of real estate and

development.

Digitally Signed

By:PREETI

Signing Date:23.11.2022

12:41:28

Signature Not Verified

Neutral Citation Number: 2022/DHC/005052

3.

A Memorandum Of Understanding dated 06.05.2016 was

executed between the parties for entering into an arrangement for

operating a multiplex having six screens and approximately 1151

seating capacity situated on 3^rd and 4^th floor of 37^th Avenue Mall,

Commercial Complex, Sector 37-C, Gurugram, Haryana.

4.

As per Clause 7(n) of the MOU, the petitioner was to pay an

interest free refundable security deposit to the respondent amounting

to Rs.1,65,00,000/-, which was payable in four stages of different

amounts as follows:

“1. Rs. 27,50,000/- (Rupees Twenty Seven Lakhs Fifty

Thousand only) within 15 days of signing of the MOU.

2. Rs.55,00,000/- (Rupees Fifty Five Lakhs only) to be

paid Post Legal due diligence and signing of agreement to

lease, which shall be signed after the Developer provides

the application for revised Sanctioned Plans.

3. Rs.55,00,000/- (Rupees Fifty Five Lakhs only) to be

paid on Handover Date which shall be handed over upon

receipt of revised Sanctioned Plans.

4. Rs.27,50,000/- (Rupees Twenty Seven Lakhs Fifty

Thousand) to be paid at the time of signing the lease deed,

which shall be executed at the time of commencement of

commercial operations at Multiplex.”

5.

Rs.27,50,000/- was to be given within 15 days of signing of the

MOU which was duly paid by the petitioner to the respondent on the

execution of the MOU towards security deposit.

6.

Clause 7(y) of the MOU provides for resolution of disputes

between the parties through arbitration. The said Clause is reproduced

as below:

Digitally Signed

By:PREETI

Signing Date:23.11.2022

12:41:28

Signature Not Verified

Neutral Citation Number: 2022/DHC/005052

“7(y) Arbitration

Delhi.”

7.

The MOU provided that the parties shall execute an Agreement

to lease within six months from the date of signing of the MOU and

execute a lease deed within 60 days of obtaining occupation

certificate/ any other document required to get Cinema Operating

Licences.

8.

Subsequent to the execution of the MOU, a tripartite agreement

to lease was executed on 18.01.2017 between the petitioner, the

respondent and Prime IT Solutions Pvt. Ltd. (which was the

confirming party). Petitioner in terms of Clause 6.1.2 of the

Agreement to Lease, paid further amount of Rs.42,87,085/- to the

respondent on 25.01.2017. Therefore, total amount of Rs.70,37,085/-

was paid by the petitioner to the respondent towards security deposit.

9.

As per Clause 6.3 of the Agreement to Lease, the respondent

was liable to refund the security deposit amount within a period of one

month from the date of expiry or termination of the Agreement to

Digitally Signed

By:PREETI

Signing Date:23.11.2022

12:41:28

Signature Not Verified

Neutral Citation Number: 2022/DHC/005052

Lease. In case, any dispute