- 1 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 7TH DAY OF JULY, 2025 BEFORE THE HON'BLE MR. JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 26 OF 2025 BETWEEN: 1. M/S WESTBURY HOSPITALITY PVT LTD A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013, HAVING ITS REGISTERED OFFICE AT 12028, ANTRIKSH BHAVAN, 22 K.G. MARG, NEW DELHI-110001 REPRESENTED BY ITS AUTHORIZED REPRESENTATIVE AND DIRECTOR, MR. ABHISHEK LUTHRA …PETITIONER (BY SRI. ROHAN KOTHARI., ADVOCATE) AND: 1. MR K SRINIVAS S/O KRISHNAPPA, AGED ABOUT 53 YEARS, RESIDING AT NO.30, 2ND CROSS, IYYAPPA GARDEN, ADUGODI, BENGALURU- 560030 …RESPONDENT (BY SRI. ROSHAN GEORGE JACOB.,ADVOCATE) Digitally signed by SUNITHA K S Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 CIVIL MISCELLANEOUS PETITION FILED UNDER SECTION 11(5) OF THE ARBITRATION AND CONCILIATION ACT, 1996., PRAYING TO APPOINT HONBLE JUSTICE MR.K.N. KESHAVA NARAYANA (RETD.) AS SOLE ARBITRATOR IN TERMS OF CLAUSE 12.2 OF THE AGREEMENT FOR SALE DATED 12.12.2022 ANNEXURE A FOR ADJUDICATING/RESOLVING THE CLAIMS, DISPUTES, AND DIFFERENCES BETWEEN THE PETITIONER AND THE RESPONDENT AND GRANT SUCH OTHER AND FURTHER RELIEFS IN FAVOR OF THE PETITIONER AS DEEMED FIT IN THE INTEREST OF JUSTICE AND EQUITY. THIS PETITION, COMING ON FOR THE ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE ASHOK S.KINAGI ORAL ORDER This Civil Miscellaneous Petition is filed under Section 11(6) of the Arbitration and Conciliation Act, 1996 (hereinafter referred as 'the Act, 1996' for short) for the appointment of an Arbitrator in terms of Clause 12.2 of the Agreement of Sale dated 12.12.2022 vide Annexure-A as per the provisions of the Arbitration and Conciliation Rules, 1996. 2. Brief facts, leading rise to the filing of this petition are as follows: - 3 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 Respondent has agreed to sell the land in question to the petitioner for a total consideration of Rs.4,75,50,000/- (Rupees Four Crores Seventy-Five Lakhs Fifty thousand Only). Accordingly, out of which, the respondent has received a total consideration of Rs.4,60,10,101/- (Rupees Four Crores Sixty Lakhs Ten Thousand One Hundred and One Only) from the petitioner on 12.12.2022. The respondent issued a notarized letter on 07.06.2023 extending the time for completion of the sale transaction for the Schedule property by twelve months i.e., till 07.06.2024, which the petitioner accepted. The respondent failed to comply with the terms of the agreement for sale or take any steps thereto. Therefore, the petitioner invoked the Arbitration Clause by issuing an arbitration notice dated 07.12.2023. Upon realising that respondent has no intention to complete the sale transaction regarding the schedule property, the petitioner issued another arbitration notice under Section 21 of the Act, 1996 on 06.06.2024. The respondent sought an - 4 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 extension of time for completing the sale transaction by stating frivolous reasons vide communication dated 18.06.2024. The petitioner has no other alternative remedy, except to invoke the arbitration clause 12.2 it issued a final notice under Section 21 of the Act on 19.11.2024. The respondent replied via e-mail dated 24.12.2024 sought an extension of a time to issue a detailed response to the notice invoking the arbitration clause. The respondent issued an untenable reply on 10.01.2025 to the notice dated 19.11.2024. The respondent did not come forward to resolve the dispute that arose between the parties to the petition. Hence, this petition. 3. The respondent has filed a statement of objections. The respondent has raised several grounds in the statement of objections. However, the respondent has no objection to nominate the Arbitrator to resolve the dispute between the parties to the petition. - 5 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 4. Heard arguments of the learned counsel for the petitioner and the respondent. 5. Learned counsel for the petitioner submits that the sale agreement vide Annexure –A came to be executed between the parties to the petition vide Annexure -A. The respondent did not perform their part of the contract. There is an Arbitration Clause in the sale agreement. The petitioner, by invoking the Arbitration Clause, issued several notices under Section 21 of the Act, 1996. However, the respondent failed to perform his part of the contract. The petitioner again issued a final arbitration notice under Section 21 of the Act of 1996 on 19.11.2024 vide Annexure-F. The respondent, though replied, but did not come forward to nominate the Arbitrator. Hence, he submits that there is an Arbitration Clause in the sale agreement and the arbitral dispute arose between the parties to the petition. Hence, submits that the arbitral dispute must be resolved through the - 6 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 Arbitration. Accordingly, on this ground, he prays to allow the petition. 6. Per contra, the learned counsel for respondent submits that the petition may be allowed and any former High Court Judge may be appointed as an Arbitrator to resolve the Arbitral dispute between the parties to the petition. Accordingly, prays to dispose of the petition. 7. Perused the records and considered the submissions of the learned counsel for the parties. 8. The point, that arises for consideration, is as follows: 'Whether the petitioner respondent made out a ground to refer the dispute to the Arbitrator in terms of Clause 12.2 of the Agreement of sale dated 12.12.2022 as per the provisions of the Arbitration and Conciliation Act and the Rules?' 9. There is no dispute regarding the execution of the sale agreement between the petitioner and the respondent dated 12.12.2022 vide Annexure -A. The respondent agreed to sell the lands in question to the - 7 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 petitioner for a total consideration of Rs.4,75,50,000/-. The respondent has received Rs.4,60,10,101/- as a part payment from the petitioner. The respondent did not perform their part of the contract. There is an arbitration clause in the sale agreement dated 12.12.2022, which reads as follows: '12.2 In the case of failure by the Parties to resolve the dispute in the manner set out above within 30 days from the date when the dispute arose, the dispute shall be referred to a sole arbitrator mutually appointed by both parties. The place of the arbitration shall be at Bengaluru. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996, as amended up to date by which the Parties in dispute agree to be so bound and shall be conducted in the English language.' 10. From the perusal of the Arbitration Clause, it is evident that if any dispute arises amongst the parties, the dispute shall be referred to the Sole Arbitrator mutually appointed by the parties. The petitioner invoked the Arbitration Clause by issuing a notice under Section 21 of the Act, 1996 on 07.12.2023. After receiving the Arbitration notice, the respondent did not come forward to - 8 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 complete the sale transaction regarding the schedule property. The petitioner again issued an Arbitration notice on 06.06.2024. Thereafter, the petitioner issued a final Arbitration notice under Section 21 of the Act on 19.11.2024. The respondent via e-mail dated 24.12.2024 sought time to issue a detailed response to the notice invoking arbitration. The respondent issued untenable reply on 10.01.2025 and did not come forward to complete the sale transaction. Admittedly, there is an Arbitration Clause in the sale agreement and a dispute must be resolved through an Arbitration. 11. Learned counsel for the respondent has filed a statement of objections. However, submits no objection to nominate any Former Judge of High Court, as the Sole Arbitrator. 12. In view of the above discussion, the petitioner has made out a ground to refer the dispute to the Arbitrator. Accordingly, I answer the point for - 9 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 consideration in affirmative. Therefore, I proceed to pass the following: ORDER i. The Civil Miscellaneous Petition is allowed. ii. Hon'ble Justice Sri. Vishwanath Shetty, Former Judge, High Court of Karnataka is nominated as the Sole Arbitrator to resolve the dispute between the parties to the petition in terms of Clause 12.2 of the Sale Agreement dated 12.12.2022 vide Annexure–A, as per the provisions of the Arbitration and Conciliation Act of 1996 and the Rules. iii. The Office is directed to communicate this order to the learned Arbitrator and the Arbitration and Conciliation Centre, Bengaluru. iv. In view of the disposal of the petition, pending I.A.s, if any, do not survive for consideration and accordingly, disposed of. - 10 - HC-KAR NC: 2025:KHC:24504 CMP No. 26 of 2025 The office is directed to return the original documents to the petitioner, if any, after retaining a photocopy of the same. Sd/- (ASHOK S.KINAGI) JUDGE BVK