- 1 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 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. 24 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 2. MR. V. AMARESH, S/O VENKATAPPA, AGED ABOUT 48 YEARS, RESIDING AT NO. 312, VENKATARAYAPURAM, MOORTHYAGANADINNA, HOSUR, MOORTHYAGANADINNA, BAGALUR, KRISHNAGIRI, TAMIL NADU-635103 …RESPONDENTS (BY SRI. ROSHAN GEORGE JACOB.,ADVOCATE) Digitally signed by SUNITHA K S Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 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 THE SOLE ARBITRATOR IN TERMS OF CLAUSE 12.2 OF THE AGREEMENT FOR SALE DATED 12.12.2022 AT ANNEXURE A FOR ADJUDICATING / RESOLVING THE CLAIMS, DISPUTES, AND DIFFERENCES BETWEEN THE PETITIONER AND THE RESPONDENTS AND GRANT SUCH OTHER AND FURTHER RELIEFS IN FAVOUR OF THE PETITIONER AS DEEMED FIT IN THE INTEREST OF JUSTICE AND EQUITY. THIS PETITION, COMING ON FOR 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. - 3 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 2. Brief facts, leading rise to the filing of this petition are as under: Respondents No.1 and 2 together agreed to sell the land in question to the petitioner for a total consideration of Rs.9,97,50,000/-(Rupees Nine Crores Ninety Seven Lakhs Fifty thousand Only). Accordingly, out of which, respondents have received a total consideration of Rs.9,80,60,606/- (Rupees Nine Crores Eighty Lakhs Sixty Thousand Six Hundred and Six Only) from the petitioner on 12.12.2022. The respondents issued a notarized letter on 07.06.2023 extending the time for completion of sale transaction for the Schedule property by twelve months i.e., till 07.06.2024, which the petitioner accepted. The respondents 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. On realising that respondents have no intention to complete the sale transaction regarding the schedule property, the petitioner - 4 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 has issued another arbitration notice under Section 21 of the Act, 1996 on 06.06.2024. The respondents sought for 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 respondents replied via e-mail dated 24.12.2024 seeking extension of time to issue a detailed response to the notice invoking an arbitration clause. The respondent issued an untenable reply on 10.01.2025 to the notice dated 19.11.2024. The respondents did not come forward for to resolve the dispute that arose between the parties to the petition. Hence, this petition. 3. The respondents have filed a statement of objections. The respondents have raised several grounds in the statement of objections. However, the respondents have no objection to nominate the Arbitrator to resolve the dispute between the parties to the petition. - 5 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 4. Heard arguments of the learned counsel for the petitioner and respondents No.1 and 2. 5. Learned counsel for the petitioner submits that the sale agreement came to be executed between the parties to the petition vide Annexure -A. The respondents did not perform their part of a 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 respondents failed to perform their part of a 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 respondents, 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 has arisen between the parties to the petition. Hence, submits that the arbitral dispute must be resolved through the Arbitration. Accordingly, on this ground, he prays to allow the petition. - 6 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 6. Per contra, learned counsel for respondents No.1 and 2 submits that the petition may be allowed and any retired 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 has 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. The respondents agreed to sell the land in question to the petitioner for a total consideration of Rs.9,97,50,000/-. The respondents have received - 7 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 Rs.9,80,60,606/- from the petitioner. The respondents did not perform their part of a contract. There is an arbitration clause in the sale agreement, 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 agreement 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 respondents did not come forward to complete the sale transaction regarding the schedule property. The petitioner again issued an Arbitration notice - 8 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 on 06.06.2024. Thereafter the petitioner issued a final Arbitration notice under Section 21 of the Act on 19.11.2024. The respondents via e-mail dated 24.12.2024 sought a time to issue a detailed response to the notice invoking arbitration. Further, on 10.01.2025, the respondents issued an untenable reply. Admittedly, there is an Arbitration Clause in the sale agreement and dispute must be resolved through an Arbitration. 11. Learned counsel for the respondents has filed a statement of objections. But, 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 consideration in affirmative. Therefore, I proceed to pass the following: - 9 - HC-KAR NC: 2025:KHC:24502 CMP No. 24 of 2025 ORDER i. The Civil Miscellaneous Petition is allowed. ii. Hon'ble Justice Sri. Vishwanath Shetty is nominated as the Sole Arbitrator to resolve the dispute between the parties to the petition in terms of Clause 12.2 of the 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. In view of the disposal of the petition, pending I.A.s, if any, do not survive for consideration and accordingly, disposed of. 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