- 1 - NC: 2025:KHC:7927 CMP No. 409 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 21ST DAY OF FEBRUARY, 2025 BEFORE THE HON'BLE MR. JUSTICE SACHIN SHANKAR MAGADUM CIVIL MISC. PETITION NO.409 OF 2024 BETWEEN: MR. G. SRIKANTH, S/O G. SHANKAR, AGED ABOUT 32 YEARS, R/AT NO.16, SRI. VENKATESHWARA NILAYA, I MAIN, MUNESHWARA TEMPLE ROAD, GOVINDAPPA LAYOUT, AMURUTHA HALLI, BENGALURU - 560 092. …PETITIONER (BY SRI. PATIL J.M., ADVOCATE) AND: 1. MRS. GEETHA JANARDHAN W/O LATE M.S. JANARDHAN AGED : MAJOR SREE MANJUNATHA NURSERY NO.88, (OLD NO.65) LALBAGH ROAD BENGALURU - 560 027. 2. MR. NITHIN JANARDHAN S/O LATE M.S. JANARDHAN Digitally signed by NAGARAJA B M Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:7927 CMP No. 409 of 2024 AGED MAJOR SREE MANJUNATHA NURSERY NO.88, (OLD NO.65) LALBAGH ROAD BENGALURU - 560 027. 3. MS. RUSHALI D/O MR. NITHIN JANARDHAN AGED MAJOR SREE MANJUNATHA NURSERY NO.88, (OLD NO.65) LALBAGH ROAD BENGALURU - 560 027. 4. MS. LEKHA JANARDHAN D/O MR. NITHIN JANARDHAN AGED MAJOR SREE MANJUNATHA NURSERY NO.88, (OLD NO.65) LALBAGH ROAD BENGALURU - 560 027. …RESPONDENTS (BY SRI. RAGHAVENDRA .S, ADVOCATE FOR R1, R2 AND R4; R3 - SERVED) THIS CIVIL MISC. PETITION IS FILED UNDER SEC. 11(6) OF THE ARBITRATION AND CONCILIATION (AMENDMENT) ACT, 2015, PRAYING TO APPOINT AN ARBITRATOR AS PER CLAUSE 20 OF THE AGREEMENT OF SALE DATED 05.03.2021 AND CLAUSE 25 OF THE MOU DATED 05.03.2021 PRODUCED AT ANNEXURE-'A' AND 'B' TO ADJUDICATE THE DISPUTE BETWEEN THE PARTIES. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SACHIN SHANKAR MAGADUM - 3 - NC: 2025:KHC:7927 CMP No. 409 of 2024 ORAL ORDER 1. This Civil Miscellaneous Petition is filed under S.11(6) of the Arbitration and Conciliation (Amendment) Act, 2015, for appointment of sole Arbitrator to resolve the dispute between the petitioner and respondents in terms of Arbitration Clause 20 provided under the 'Agreement to Sell' dated 05.03.2021. 2. Learned counsel Sri. Raghavendra S. is appearing on behalf of the respondents. 3. In the present petition, the petitioner contends that the respondents have failed to fulfill their contractual obligations as stipulated in the 'Agreement to Sell' dated 05.03.2021. The petitioner asserts that despite being legally bound to complete the transaction, the respondents have neither accepted the balance sale consideration of Rs,15 crores nor taken any steps to honor their commitments under the agreement. Consequently, the petitioner invoked the Arbitration Clause contained in the agreement by issuing a notice under Section 21 of the Arbitration & Conciliation Act, 1996 (hereinafter referred to as ‘the 1996 Act’). The notice specifically called upon the respondents to complete the transaction in - 4 - NC: 2025:KHC:7927 CMP No. 409 of 2024 accordance with the agreed terms. However, despite the issuance of this notice, the respondents have remained unresponsive and have neither complied with the petitioner's demand nor provided any justification for their inaction. In these circumstances, the petitioner has approached this Court by way of the present petition, seeking the appointment of a Sole Arbitrator to adjudicate upon the disputes arising between the parties. 4. On the other hand, the learned counsel for the respondents, upon receiving instructions from his clients, has opposed the petition on the ground that the petitioner has allegedly engaged in fraudulent activities. It is contended that the petitioner obtained a conversion order by submitting fraudulent documents, thereby vitiating the very foundation of the transaction. In light of these alleged fraudulent acts, the respondents were compelled to issue a legal notice, a copy of which is annexed as Annexure-G to the petition, through which they formally cancelled the 'Agreement to Sell'. The respondents thus take the position that the petitioner has no legal right to seek enforcement of the agreement, as the same has been lawfully terminated. - 5 - NC: 2025:KHC:7927 CMP No. 409 of 2024 5. The allegations of fraud and the purported cancellation of the 'Agreement to Sell' by the respondents raise disputed questions of fact that fall squarely within the domain of arbitration. These contentious issues, including whether the conversion order was fraudulently obtained and whether the termination of the agreement was legally justified, are matters that require detailed examination based on evidence. As per the established legal position, such disputes, when arising out of a contract containing an arbitration clause, must necessarily be adjudicated by an Arbitrator rather than being decided summarily by this Court at this stage. 6. It is an undisputed fact that the 'Agreement to Sell' executed between the parties contains a valid arbitration clause. Furthermore, the petitioner has duly complied with the procedural requirement under Section 21 of the 1996 Act by issuing the requisite notice to invoke arbitration. In the absence of any denial regarding the existence of the arbitration agreement and considering the nature of disputes raised by the parties, this Court is of the considered opinion that the matter warrants resolution through arbitration. Accordingly, this Court finds merit in the petitioner's request for the appointment of a - 6 - NC: 2025:KHC:7927 CMP No. 409 of 2024 Sole Arbitrator and deems it appropriate to allow the present petition for the said purpose. 7. After a thorough review of the petition, annexures and supporting documents, this Court is satisfied that the petitioner has met the procedural requirements outlines under Section 11(4) of the Arbitration and Conciliation Act. 8. For the foregoing reasons, this Court proceeds to pass the following: ORDER (i) The Civil Miscellaneous Petition is allowed appointing Sri. Ashok *L. Pujar, retired District Judge, as the sole Arbitrator to enter reference of the dispute between the petitioners and the respondent and conduct proceedings at the Arbitration & Conciliation Centre (Domestic and International), Bengaluru, according to the Rules governing the said Arbitration Centre. (ii) All contentions inter se parties are left open for adjudication in the arbitration proceedings. *corrected vide chamber order dated 8.4.2025 - 7 - NC: 2025:KHC:7927 CMP No. 409 of 2024 (iii) The Office is directed to communicate this order to the Arbitration and Conciliation Centre and to Sri. Ashok *L. Pujar, retired District Judge, as required under the Arbitration & Conciliation Centre Rules, 2012. SD/- (SACHIN SHANKAR MAGADUM) JUDGE sac List No.: 3 Sl No.: 19 *corrected vide chamber order dated 8.4.2025