- 1 - HC-KAR NC: 2025:KHC:45636 CMP No. 191 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 7TH DAY OF NOVEMBER, 2025 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ CIVIL MISC. PETITION NO. 191 OF 2025 BETWEEN: M/S PROPTECH ADVISORS PVT LTD INCORPORATED UNDER THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT NO. 22, 5TH FLOOR, HARA CHAMBERS K.H. ROAD, BENGALURU 560 027 REPRESENTED BY ITS DIRECTOR MR. ADARSH NARAHARI …PETITIONER (BY SRI. CHINTAN CHINNAPPA M., ADVOCATE) AND: MR PRASAD S RAJANAHALLY #274, APARTMENT NO. 401, ELEGANT GRANDEUR, 2ND MAIN ROAD, OPPOSITE TO NATIONAL COLLEGE PLAY GROUND, JAYANAGAR, 7TH BLOCK, BANGALORE SOUTH, BANGALORE - 560 011 EMAIL PRASADRAJANAHALLY@GMAIL.COM …RESPONDENT (BY SRI. G.S.VENKAT SUBBARAO., ADVOCATE) THIS CMP IS FILED UNDER SECTION 11(5) OF THE ARBITRATION AND CONCILIATION ACT, 1996 PRAYING TO APPOINT THE SOLE ARBITRATOR IN TERMS OF CLAUSE NO.7 OF THE MEMORANDUM OF UNDERSTANDING DATED 15.01.2021 VIDE ANNEXURE B AT CLAUSE NO.7 BETWEEN THE PARTIES, REFERRED TO SUPRA, FOR ADJUDICATION OF DISPUTES THAT HAVE ARISEN BETWEEN THE PETITIONER AND THE RESPONDENT, IN THE INTEREST OF JUSTICE AND EQUITY. Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:45636 CMP No. 191 of 2025 THIS CMP, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ ORAL ORDER 1. The Petitioner is before this Court seeking for the following reliefs: a. To appoint an Sole Arbitrator in terms of Clause 7 of the Memorandum of Understanding dated 15.01.2021 vide Annexure-B at Clause 7 between the parties, referred to supra, for adjudication of disputes that have arisen between the parties in the interest of justice and equity. 2. The petitioner and the respondent had entered into a Memorandum of Understanding dated 15.01.2021 which is governed by an arbitration clause in terms of Clause 7 thereof, which is reproduced hereunder for easy reference: 7. Dispute Resolution: This MOU shall be governed and construed in accordance with the laws of the Republic of India. In the event of any dispute between the Parties in relation to or arising out of this MOU, the said dispute shall be referred to arbitration in terms of the Arbitration and Conciliation Act, 1996. Place of arbitration shall be Bengaluru and the Courts of Bengaluru shall have to power to deal with the same. - 3 - HC-KAR NC: 2025:KHC:45636 CMP No. 191 of 2025 3. There being disputes between the parties, the petitioner invoked the arbitration clause and issued a notice on 05.08.2024 appointing his nominee arbitrator. The said notice was served on the respondent as there was no reply, the petitioner has approached this Court seeking for the aforesaid reliefs. 4. Notice having been issued, respondent had entered appearance and the counsel for the respondent today submits that the Memorandum of Understanding which has been entered into between the parties is an agreement to enter into a further agreement inasmuch as post the MOU an agreement of sale has to be entered into and thereafter a sale deed and in this regard, he relies upon Clause 2.1 of the MOU which is reproduced hereunder for easy reference 2. CONSIDERATION 2.1. The Second Party has agreed to pay to the First Party an amount of Rs. 25,00,000/- (Rupees Twenty five Lakhs only) per Acre for purchasing of the Schedule Property as sale consideration as below mentioned manner; - 4 - HC-KAR NC: 2025:KHC:45636 CMP No. 191 of 2025 5. On that basis, he submits that when there is agreement to enter into an agreement, the relief of specific performance which may be sought for by the petitioner cannot be granted and therefore the matter cannot be referred to arbitration. 6. The present matter is one under Section 11 of the Arbitration and Conciliation Act, where this Court is required to only see whether there is an arbitration clause / agreement entered into between the parties. The claim made, the defence or otherwise is required to be left to the arbitrator to be so decided. The MOU being admitted, the MOU being governed by an arbitration clause being admitted, whether it is an agreement to enter into an agreement or not, would have to be decided by the arbitrator so appointed as held by the Hon'ble Apex Court in the case of Ashapura Mine-Chem Limited vs. Gujarat Mineral Development Corporation1, more 1 (2015) 8 SCC 193 - 5 - HC-KAR NC: 2025:KHC:45636 CMP No. 191 of 2025 particularly Paras 32 and 33 thereon, which are reproduced hereunder for easy reference: 32. Having noted the above factors and inasmuch as we are convinced that Clause 27 is a valid arbitration agreement contained in the MoU dated 17-8-2007, the appellant was fully entitled to invoke the said agreement and seek for a reference to the arbitrator. 33. In the light of our above conclusion, we hold that the learned Judge having failed to appreciate the legal position as regards the existence of an arbitration agreement in the MoU irrespective of the failure of the parties to reach a full-fledged agreement with respect to the various terms and conditions contained in the MoU for a joint venture, the said conclusion and judgment of the learned Judge is liable to be set aside and is accordingly set aside. Since the respondent has expressed its disinclination to agree to express its concurrence and thereby the parties failed to appoint an arbitrator under the agreed procedure, it is necessary for this Court to appoint an arbitrator. Therefore, while setting aside the judgment impugned in this appeal, we hereby appoint Hon'ble Ms. Justice Rekha Manharlal Doshit, resident of C-5, 402, Deo Sangam Flat, Guartgam Road, Near Gandhi Nagar, Gujarat, former Chief Justice of Patna High Court and former Judge of the Gujarat High Court as the sole arbitrator to adjudicate the disputes that have arisen between the parties on such terms and conditions as the sole arbitrator deems fit and proper. Undoubtedly, the learned sole arbitrator shall decide all the disputes arising between the parties under the MoU, without being influenced by any prima facie opinion expressed in this order with regard to the respective claims of the parties.” 7. In that view of the matter, I pass the following: ORDER i) CMP is allowed. - 6 - HC-KAR NC: 2025:KHC:45636 CMP No. 191 of 2025 i) Sri.D.T.Puttarangaswamy, former District Judge of the District Judiciary is appointed as a sole Arbitrator to arbitrate the dispute between the parties under the aegis of the Arbitration Centre attached to this Court. ii) Registry is directed to forward a copy of this order to the Director, Arbitration and Conciliation Centre for doing the needful. iii) Since the order is passed in the presence of all the counsel, they shall appear before the Director, Arbitration and Conciliation Centre without requirement of any notice on 22.11.2025 at 2.30 p.m. iv) All contentions are left open. v) Registry is directed to return the original and/or certified copies, if produced, to the respective parties who have produced it/them by following due procedure. Sd/- (SURAJ GOVINDARAJ) JUDGE PRS / List No.: 1 Sl No.: 73