- 1 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 12TH DAY OF FEBRUARY, 2026 BEFORE THE HON'BLE MR. JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 710 OF 2025 BETWEEN: M/S. VALENTE LIFESPACE CREATORS PVT. LTD. A COMPANY REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 HAVING ITS REGISTERED OFFICE AT NO.58, BAJAJ NAGAR, JAIPUR, RAJASTHAN- 302015 REPRESENTED BY ITS DIRECTOR MR. PRANAV SHARMA …PETITIONER (BY SRI. ABHINAY.S., ADVOCATE) AND: 1. M/S. HEBRON PROPERTIES PVT LTD A COMPANY REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 HAVING ITS REGISTERED OFFICE AT NO.5AC-712, 4TH FLOOR, 5TH A CROSS, HRBR LAYOUT, 1ST BLOCK, KALYAN NAGAR POST, BENGALURU-560043 REPRESENTED BY ITS AUTHORIZED REPRESENTATIVE 2. M/S. FELICITY ADOBE LLP A LIMITED LIABILITY PARTNERSHIP CONSTITUTED UNDER THE LIMITED LIABILITY Digitally signed by KIRAN KUMAR R Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 PARTNERSHIP ACT, 2008 HAVING THEIR REGISTERED OFFICE AT NO. B-0710, 7TH FLOOR, EAST TOWER B, SIGNATURE TOWERS, BRIGADE GOLDEN TRIANGLE, SURVEY NO. 50, HUSKUR VILLAGE, BIDRAHALLI, BENGALURU SOUTH - 560049. …RESPONDENTS (BY SMT. HARSHITHA SURESH, ADVOCATE FOR R1 V/O DATED 23.01.2026 NOTICE TO R2 IS D/W AT THE RISK OF PETITIONER) THIS CIVIL MISC. PETITION IS FILED UNDER SEC.11(5) OF ARBITRATION AND CONCILIATION ACT. 1996, PRAYING TO ALLOW THIS PETITION AND APPOINT SHRI JUSTICE P. KRISHNA BHAT (FORMER JUDGE, HIGH COURT OF KARNATAKA), AS A SOLE ARBITRATOR TO ADJUDICATE THE DISPUTES BETWEEN THE PARTIES ARISING OUT OF AND IN CONNECTION WITH THE MEMORANDUM OF UNDERSTANDING DATED 03.09.2020 (VIDE ANNEXUER-A) AS PER CLAUSE 15(C) AND THE CORRIGENDUM TO THE MEMORANDUM OF UNDERSTANDING DATED 12.04.2022 (VIDE ANNEXURE B), AS PER CLAUSE 12(b) OF THE CORRIGENDUM TO THE MEMORANDUM OF UNDERSTANDING DATED 12.04.2022, INCLUDING THE ISSUES SET OUT IN THE NOTICE DATED 17.07.2025, WITH SEAT AND VENUE AT BENGALURU AND THE LANGUAGE OF PROCEEDINGS AS ENGLISH AS PER THE ARBITRATION AGREEMENT AND IN CONSONANCE WITH THE KARNATAKA ARBITRATION CENTRE (DOMESTIC AND INTERNATIONAL) RULES 2012. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE ASHOK S.KINAGI - 3 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 ORAL ORDER This civil miscellaneous petition is filed under section 11(6) of the Arbitration and Conciliation Act, 1996 (‘Act’ for short) for resolving the disputes between the parties to the petition in terms of clause 15 of the memorandum of understanding dated 03.09.2020 and as per clause 12(b) of the corrigendum to the memorandum of understanding dated 12.04.2022 as per the provisions of the Act and the Rules. 2. Brief facts, leading rise to the filing of this petition are as follows: 2.1. The petitioner and the respondents entered into a memorandum of understanding dated 03.09.2020, subsequently modified by a corrigendum dated 12.04.2022, governing their respective roles in the “Swarna Griha” projects. The corrigendum introduced key obligations, including (i) a remission or write off mechanism of Rs. 5,97,78,935/- and (ii) an indemnity - 4 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 obligation on respondent No.1 for losses arising from its acts and omissions. 2.2. Material dispute arose when respondent No.1 committed a breach in its indemnity obligations, leading the petitioner to issue a dispute resolution notice dated 17.07.2025. The respondent replied on 22.08.2025 denying the liability. Despite subsequent correspondence and several proposed dates for amicable settlement, respondent No.1 neither participated in discussions nor co-operated in appointing an Arbitrator. The petitioner issued a rejoinder on 04.09.2025 proposing the specific date for amicable settlement and reiterating the contractual obligations. However, respondent No.1 failed to respond or participate in the settlement process. 2.3. On 10.10.2025, the petitioner invoked the arbitration clause by issuing an arbitration notice. The respondent issued a reply on 12.11.2025. The petitioner once again clarified and issued a letter on 13.11.2025 and respondent No.1 issued a letter dated 02.12.2025 - 5 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 declining the nomination made by the petitioner. Hence, this petition. 3. Respondent No.1 filed a statement of objections contending that the petition is not maintainable either on facts or in the eyes of law, and raised several other grounds. 4. Heard the arguments of the learned counsel for the petitioner, and the learned counsel for respondent No.1. 5. Learned counsel for the petitioner submits that pursuant to the memorandum of understanding, and its corrigendum the dispute arose between the parties to the petition. There exists an arbitration clause and the petitioner invoked the arbitration clause by issuing the arbitration notice. Accordingly, on these grounds, prays to allow the petition. 6. Per contra, learned counsel for the respondent submits that the dispute which arose between the parties - 6 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 to petition is not arbitral in nature and accordingly, prays to dismiss the petition. 7. Perused the records and considered the submissions of the learned counsel for the parties. 8. The point, that would arise for consideration is as follows: Whether the petitioner has made out a ground to refer the dispute to the arbitration in terms of clause 15(b) of the memorandum of understanding dated 03.09.2020 and as per clause 12(b) of the corrigendum to the memorandum of understanding dated 12.04.2022 as per the provisions of the arbitration and conciliation act 1996 and the rules? 9. It is undisputed that the petitioner and the respondents entered into the memorandum of understanding dated 03.09.2020, subsequently modified by a corrigendum dated 12.04.2022. Respondent No.1 committed a breach of its indemnity obligations. The dispute arose between the parties to the petition. The petition invoked the arbitration clause by issuing a notice dated 10.10.2025, however, the respondent did not concur in appointing the arbitrator. The petitioner also - 7 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 issued rejoinder notice dated 13.11.2025 asking the respondent to concur in appointing arbitrator. 10. I have perused the arbitration clause incorporated in the memorandum of understanding dated 03.09.2020, and the corrigendum dated 12.04.2022, which reads as follows: “15. DISPUTE RESOLUTION b. All disputes, differences or claims arising out of or in connection with this MoU including, any question regarding its existence, validity, construction, performance, termination or alleged violation which is not resolved under Clause 15.a shall be resolved by binding arbitration in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996, as amended from time to time.” “12. DISPUTE RESOLUTION b. All disputes, differences or claims arising out of or in connection with this MOU including, any question regarding its existence, validity, construction, performance, termination or alleged violation which is not resolved under Clause 15.a shall be resolved by binding arbitration in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996, as amended from time to time.” 11. From the perusal of the arbitration clauses, it is clear that, all the disputes arising out of the memorandum - 8 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 of understanding and its corrigendum shall be resolved through arbitration if the amicable settlement fails. Admittedly, initially, the petitioner issued a notice for amicable settlement and thereafter, invoked the arbitration clause. 12. Admittedly, there is an arbitration clause and the arbitral dispute which arose between the parties to the petition has to be resolved through arbitration. Accordingly, the petitioner has made out a ground to refer the dispute to the arbitration. For the foregoing discussion, I answer the point in the affirmative. 13. In view of the above discussion, I proceed to pass the following order: ORDER 1. The CMP is allowed. 2. Hon’ble Mr. Justice P. Vishwanatha Shetty, Former Judge of this Court is appointed as the Arbitrator to resolve the dispute between the parties to the petition in terms of clause 15 of - 9 - HC-KAR NC: 2026:KHC:8879 CMP No. 710 of 2025 MOC and clause 12(b) of its corrigendum as per the provisions of the Act and the Rules. 3. The Registry is directed to communicate this order to the learned Arbitrator, and the Director of the Arbitration and Conciliation Centre, Bengaluru; 4. All the contentions of the parties are kept open. 5. The Registry is directed to return the original/certified copies of the documents, if any, after retaining the photocopies of the same. 6. Pending IA(s), if any, shall stand disposed of accordingly. Sd/- (ASHOK S.KINAGI) JUDGE PA [ONLINE] CT:KHV