Only parties explicitly named in the arbitration agreement can be compelled to arbitration; failure to properly notify other potentially affected parties nullifies their obligation under the agreement.

JUDGMENT

1. This petition under Section 11 of the Arbitration and Conciliation Act, 1996 [hereinafter, "the Act"] arises out of a Memorandum of Understanding dated 12.11.2014 [hereinafter, "MoU"]. It appears from a reading of the MoU that it was intended to settle issues between two brothers-the petitioner and the respondent No.1 herein-and members of their family with regard to division of certain businesses and properties. Regrettably, that salutary objective has not been fulfilled and parties are before this Court, disputes having arisen at the stage of appointment of an arbitrator.

2. During the pendency of proceedings in this Court, several efforts at settlement, including by mediation and through the intervention of the Court, have been made but they have unfortunately been unsuccessful.

A. Factual Background

3. The petitioner and the respondent No.1 are brothers. They are referred to in the MoU as "Party of Part I" [Satish Goel, respondent No.1] and "Party of Part II" [Anil Goel, petitioner]. However, it is undisputed that several other signatures also appear on the MoU. The petitioner's wife, Mrs. Harish Goel and his two sons, Mr. Sumeet Goel and Mr. Sanjay Goel, as well as the wife of respondent No.1, Mrs. Vinnu Goel, his son, Mr. Sachin Goel and daughter-in-law, Mrs. Vanita Goel, have signed the MoU, both at the end of the MoU and at the foot of each page. The signatures of the parties and the aforesaid members of their immediate family also appear on a list of properties annexed to the MoU. The brothers have three sisters, Ms. Indu Goyle, Ms. Veena Gupta and Ms. Madhu Bansal. The signatures of Veena Gupta (since deceased) and her husband Mr. Vishwinder Gupta appear as witnesses to the MoU. As there is some controversy as to the capacity in which members of the family of petitioner and respondent No.1 have signed the MoU, I refrain at this stage from describing them as "parties" to the MoU. The members of the family will be referred to by their first names for ease of reference. It may be mentioned that Satish and Vinnu also have a daughter, Ms. Praneeta Shamnath, who is not a signatory to the MoU.

4. The circumstances in which the MoU was entered into and the effect thereof are both matters of controversy between the parties. Having regard to the view that I propose to take in this petition, it is not necessary to enter into those controversies in detail. Suffice it to say that disputes having arisen under the MoU, by a legal notice dated 23.09.2015 addressed on behalf of Anil to Satish, the arbitration clause was invoked and an arbitrator was nominated as a member of the arbitral tribunal.¹ Satish was also called upon to nominate a member of the tribunal. As Satish declined to do so, by a letter dated 21.10.2015² , the present petition was filed seeking appointment of an arbitrator on his behalf towards consideration of the three-member tribunal contemplated by the MoU.

B. Relevant clauses of the MoU

5. Reproduction of the following clauses of the MoU is essential for adjudication of the contentions raised by learned counsel for the parties:

"MEMORANDUM OF UNDERSTANDING