- 1 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 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. 457 OF 2025 BETWEEN: M/S. SORTING HAT SOLUTIONS PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013 AND HAVING ITS REGISTERED OFFICE AT 11/1, 12/1, MARUTHI INFOTECH CENTRE, 5TH FLOOR, A - BLOCK, DOMLUR, KORAMANGALA, INNER RING ROAD, BANGALORE 560 071, REPRESENTED HEREIN BY ITS AUTHORIZED SIGNATORY, PRERNA SHARMA …PETITIONER (BY SRI. KASHYAP N. NAIK., ADVOCATE) (VC) AND: M/S ALPHA UNO PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013 AND HAVING ITS Digitally signed by KIRAN KUMAR R Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 REGISTERED OFFICE AT B-110, 1ST FLOOR, TOWER B, PIONEER URBAN SQUARE, SECTOR 62, BADSHAHPUR, GURGAON, HARYANA-122 101, REPRESENTED BY DIRECTORS, SUDHA AGARWAL AND PREETHI AGARWAL. ALSO AT A-107, TOWER A, PIONEER URBAN SQUARE, SECTOR-62, GURGAON, HARYANA-122 101. …RESPONDENT (BY SRI. ABHISHEK KUMAR, ADVOCATE) THIS CMP IS FILED UNDER SECTION 11(6) OF ARBITRATION AND CONCILIATION ACT, 1996, PRAYING TO APPOINT HONBLE MR. J. P.N. DESAI (RETD JUDGE, HIGH COURT OF KARNATAKA) OR ANY OTHER PERSON THAT THIS HON’BLE COURT MAY DEEM FIT, AS THE SOLE ARBITRATOR TO ADJUDICATE THE DISPUTES THAT HAVE ARISEN BETWEEN THE PARTIES IN TERMS OF CLAUSE 15 OF THE OFFLINE PARTNER OPERATIONS AGREEMENT DATED 1.02.2024 OF THE SAID AGREEMENT (ANNEXURE - A). THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: - 3 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 CORAM: HON'BLE MR. JUSTICE ASHOK S.KINAGI ORAL ORDER This petition is filed under Section 11(6) of the Arbitration and conciliation Act, 1996 (‘Act’ for short) seeking an appointment of the Sole Arbitrator for resolving the dispute between parties to the petition in terms of clause 15 of the Offline Partner Operations Agreement dated 01.02.2024 vide Annexure A. 2. Brief facts, leading rise to the filing of this petition are as follows: 2.1. The petitioner entered into offline partner operations agreement dated 01.02.2024 and its statement of work effective from 16.01.2024 towards on boarding the respondent as an offline partner of the petitioner. The respondent is an offline partner of the petitioner, through whom the petitioner carries on the operations of its offline centre located at Srinagar and Jammu. In the first week of December 2024 the petitioner received emails and messages from various educators engaged in Jammu informing that the - 4 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 respondents franchise director was pressuring them to quit their association with the petitioners organisation and join a direct competitor of the petitioner by name, Aakash Institute. On 02.12.2024, 25 educators issued emails to the respondent submitting their alleged resignations to the respondent requesting to be relieved from the services w.e.f. 30th November 2024, without serving any notice period, which the respondent readily accepted without any demur or protest. On 04.12.2024 the petitioner issued a show cause notice to the respondent regarding the alleged association with the competitor and warned that disclosing information would breach the agreement, to which the respondent failed to respond. On 05.12.2024, the petitioner issued a termination notice terminating the offline partner operations agreement and its statement of work dated 01.02.2024, in its entirety, to which the respondent threatened to bring legal action. The petitioner filed an Arbitration application in A.A. No. 449 of 2024 before the Commercial Court. On 07.03.2025, the Commercial Court partly allowed the application by restraining the respondents from disclosing, - 5 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 copying, or using the petitioners confidential information, including student details as per the agreement dated 01.02.2024. Further, on 15.04.2025, the petitioner issued a notice of arbitration under Section 21 of the Act proposing the name of the arbitrator. However, the respondent did not reply to the arbitration notice. Hence, this petition. 3. Heard the arguments of the learned counsel for the petitioner and the learned counsel for the respondent. 4. Learned counsel for the petitioner submits that, pursuant to the agreement at Annexure A having been entered into by the parties to the petition, the arbitral dispute arose and the petition has invoked the arbitration clause by issuing an arbitration notice under Section 21 of the Act. The agreement contains the arbitration clause and the dispute has to be resolved through arbitration. Accordingly, on these grounds, prays to allow the petition. 5. Per contra, learned counsel for the respondent submits no objection to allow the petition by appointing the sole arbitrator. - 6 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 6. Perused the records and considered the submissions of the learned counsel for the parties. 7. 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 of the offline partner operations agreement dated 01.02.2024 vide annexure A as per the provisions of the Act and the rules? 8. It is undisputed that the petitioner and the respondent entered into the offline partner operations agreement dated 01.02.2024 vide Annexure A. Further, the dispute arose between the parties regarding the disclosure of confidential information which would breach the terms of the agreement. The petitioner issued the termination notice dated 05.12.2024 to which the respondent threatened to bring legal action against the petitioner. The petitioner issued an arbitration notice invoking the arbitration clause on 15.04.2025. However, the respondent did not reply. - 7 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 9. I have perused the arbitration clause, at clause 15 of the offline partner operations agreement dated 01.02.2024 which reads as follows: “15. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of India. In the event of any dispute arising out of, under, or in relation to, this Agreement, the Parties agree to submit such dispute to arbitration by a sole arbitrator appointed jointly by both Parties. Such arbitration shall be in accordance with the rules framed under the provisions of the Arbitration and Conciliation Act, 1996 (which rules are deemed to be incorporated in this Agreement by reference herein) and shall be held in Bangalore. All proceedings of such arbitration shall be in the English language. The arbitral awards rendered shall be final and binding and shall not be subject to any form of appeal. The successful Party may seek to enforce the award in an appropriate jurisdiction, including India. Courts in Bangalore shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation to, this Agreement.” 10. From the perusal of the arbitration clause, it is evident that, if any dispute arises in relation to the agreement, such dispute shall be resolved by the Sole - 8 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 Arbitrator. Admittedly, there is an arbitration clause and the dispute arose between the parties to the petition which is arbitral in nature and the petitioner has invoked the arbitration clause by issuing an arbitration notice dated 15.04.2025. 11. Learned counsel for the respondent submits no objection to appoint the Sole Arbitrator. 12. In view of the submissions made by the learned counsel for the respondent and for the foregoing discussion, the petitioner has made out a ground to refer the dispute to the arbitration. Accordingly, I answer the point in the affirmative. 13. In the result, the following: ORDER i. The civil miscellaneous petition is allowed; ii. Hon’ble Mr. Justice P.N. Desai, Former Judge of this Court is appointed as the Sole Arbitrator to resolve the dispute between the parties to the petition in terms of clause 15 of the agreement at - 9 - HC-KAR NC: 2026:KHC:10031 CMP No. 457 of 2025 Annexure A in accordance with the provisions of the Act and the Rules; iii. The Office is directed to communicate a copy of this order to the learned Arbitrator and the Arbitration and Conciliation Centre, Bengaluru; iv. The Office is directed to return the original/certified copies of the documents, if any, after retaining the photocopies of the same; v. All the contentions of the parties are kept open; vi. Pending application(s), if any, shall stand disposed of. Sd/- (ASHOK S.KINAGI) JUDGE PA [ONLINE] CT:KHV List No.: 1 Sl No.: 76