Non-signatory parties may be bound by arbitration agreements if their conduct indicates intention to be bound, necessitating tribunal determination of obligations arising from joint business relations.

JUDGMENT

J. B. PARDIWALA, J.:

For the convenience of exposition, this judgment is divided in the following parts: INDEX

A. FACTUAL MATRIX .................................................................................. 3

B. SUBMISSIONS ON BEHALF OF THE PETITIONER (AMP GROUP) ............................................................................................................ 25

C. SUBMISSIONS ON BEHALF OF THE RESPONDENT (JRS GROUP) ............................................................................................................ 31

D. SUBMISSIONS ON BEHALF OF THE RESPONDENT (SRG GROUP) ............................................................................................................ 32

E. ANALYSIS ................................................................................................. 38

i. Scope of jurisdiction of the referral court under Section 11 (6) of the Act, 1996......................................................................................................... 38

ii. Whether on a prima facie view, the SRG Group being a non- signatory to the FAA, can be referred to arbitration? .............................. 55

F. CONCLUSION .......................................................................................... 66

1. The present petition has been filed under Section 11 (6) read with Section 11 (9) of the Arbitration and Conciliation Act, 1996 (hereinafter, “the Act, 1996”) seeking appointment of a Sole Arbitrator to adjudicate the disputes between the Petitioners and the Respondents in terms of Clauses 7.2 and 7.3 respectively of the Family Arrangement Agreement dated 28.02.2020 (hereinafter, “the FAA”) read with the Amendment Agreement dated 15.05.2020 (hereinafter, “Amendment to the FAA”) entered into between the petitioner AMP Group and respondent JRS Group.

2. Since the Petitioner No. 13 i.e., Silvercity Management Ltd. is a company incorporated outside India having its office at 17, Bond Street, St. Helier, Jersey, JE2, 3NP, an island in the English Channel, northwest of France and the Petitioner No. 14 i.e., Hiral Ashit Patel is an individual, who is a citizen and resident of Canada, the dispute between the Parties falls within the definition of an international commercial arbitration under Section 2 (1)(f) of the Act, 1996.

A. FACTUAL MATRIX

3. For convenience, the Parties involved in the present petition and the respective groups of which they form a part of are tabulated below:

4. The Petitioners herein are collectively referred to as the “AMP Group”. The Petitioner Nos. 1 to 9 & 14 respectively are individuals and family members of Mr. Ashit Patel, who are a part of the AMP Group in the FAA. The Petitioner Nos. 10 to 13 respectively are companies described as a part of the AMP Group in the FAA. The Petitioner No. 13 is a company incorporated outside India and the Petitioner No. 14 is a resident of a foreign country.

5. The Respondents are divided into two groups i.e., “JRS Group” consisting of Respondents 1 to 6, 14 & 15 and “SRG Group” consisting of Respondents 7 to 13, 16 & 17. The Millenium Estates Pvt. Ltd. (hereinafter, “Millenium”) and Deegee Software Pvt. Ltd. (hereinafter, “Deegee”) are Respondent 7 and 8 companies respectively. The Respondents 9 to 17 are all either Directors or Shareholders of Respondent 7 and 8 companies. Therefore, the Respondents comprise of individuals, Companies and Shareholders and Directors of the respective companies dealt with under the FAA.

6. Apart from the Petitioners and Respondents aforementioned, a few other individuals find a repeated mention in the facts of the present petition. First, Mr. Ashit M. Patel who is the Power of Attorney Holder of Petitioner Nos. 1 to 9 and 14 of the AMP Group. He is the co-brother of Respondent No.1. Secondly, Mr. Kalpesh Parmar, a Chartered Accountant who represented the interests of the JRS Group during the negotiations leading up to the FAA, the implementation of the FAA and the first round of med