2026:HHC:15824 IN THE HIGH COURT OF HIMACHAL PRADESH, SHIMLA CARBA No. 7 of 2026 Reserved on: 06.05.2026 Decided on : 11.05.2026 Uploaded on: 11.05.2026 The Learning Curve Educational Trust ... Appellant Versus The Indian Institute of Technology …Respondent. Coram Hon’ble Mr. Justice G.S. Sandhawalia, Chief Justice. Hon’ble Mr. Justice Bipin Chander Negi, Judge. Whether approved for reporting?1 For the appellant: Mr. Ankush Dass Sood, Sr. Advocate, with Mr. Ankit Dhiman, Mr. Vinay Kumar Pandey (through V.C.), Mr. Nand Lal Thakur, Mr. Gaurav Bhardwaj, Mr. Ruchirangad Singh and Mr. Kiran Kumar Chauhan, Advocates. For the respondent : Ms. Devyani Sharma, Sr. Advocate & Mr. Suneet Goel Senior Advocate (through V.C), with Ms. Srishti Negi, Mr. Anirudh Sharma, Mr. Vivek Negi, & Mr. Vishwas Kaushal, Advocates. Bipin Chander Negi, Judge The present appeal has been preferred against the impugned order dated 28.04.2026 passed by the learned Single Judge, whereby the present appellant has been denied grant of interim relief in a petition filed under Section 9 of the Arbitration and Conciliation Act (hereinafter, for the purpose of brevity, referred to as “the Act”). 1Whether the reporters of the local papers may be allowed to see the Judgment? Yes -2- 2. The respondent, in order to benefit and cater to the needs of children of the IIT Mandi Community (faculty and staff members), surrounding villages, people of Mandi town and any students in general desirous of having school education from pre- school to Class XII, created the requisite infrastructure on their campus for an English medium school affiliated to the CBSE. The respondent entered into an agreement with the present appellant dated 20.11.2017 (Annexure P-3, page 139 of the paper book) for running/managing the school. 3. Other than the aforesaid, on 23.03.2019, the appellant and the respondent entered into a license deed (at page 149 of the paper book) with respect to the school in question. The agreement dated 20.11.2017 (Annexure P-3) contains a termination clause, i.e., Clause 14. As per the same, the initial lock-in period is of three years. After completion of the initial lock-in period, as per the termination clause, either side may terminate the agreement, with or without assigning any reasons, by giving a written notice at least two years in advance. Similarly, insofar as the license deed (page 149) is concerned, the same contains Clause 18, which specifies the initial lock-in period to be five years. As per the said clause, the license deed can be terminated thereafter by either side by giving a notice of at least 24 months in advance. Both the agreements admittedly contain an arbitration clause. -3- 4. The bone of contention in the case at hand is the termination of both the aforesaid agreements dated 20.11.2017 and 23.03.2019, vide letter dated 01.05.2024,(page 165 of the paper book) stated to have been received by the appellant on 06.05.2024. The sole contention which has been urged before us by the learned senior counsel for the appellant is that the termination letter dated 01.05.2024 (Annexure P-13) has been issued by the Registrar of the respondent, who, according to the appellant, was not competent to issue the same. In order to substantiate the aforesaid contention, our attention has been invited to the Institutes of Technology Act, 1961, and the statutes framed thereunder, by virtue of which the respondent is admittedly governed. 5. Per contra, learned senior counsel for the respondent has drawn the attention of this Court to the minutes of the meeting of the Board of Governors held on 08.04.2026 (page 198 of the paper book). Attention herein has been invited to the item detailed at Clause 47.5.7. Based on the aforesaid, it is contended that the act of the Registrar has been ratified. 6. At the very outset we think that we should refrain from discussing the issue at great length since we feel that any discussion by us in that behalf could prejudice either of the parties before the arbitrator or the arbitral tribunal. We therefore confine ourselves to -4- making such general observations as are necessary in the context of the elaborate arguments raised before us by learned counsels. 7. The present lis is an appeal on principle as it is against an exercise of a discretion. Hence it is only where the discretion has been shown to have been exercised arbitrarily, or capriciously or perversely or where the court had ignored the settled principles of law regulating grant or refusal of interlocutory injunctions that interference can be made by the court of appeal. Besides if the court of first instance has dealt with the matter in a reasonable and in a judicial manner than the order under challenge would not warrant interference even if the appellate court is of the view that if it had considered the matter at the trial stage it would have come to a contrary conclusion. In this respect reference can be made to judgement of the apex court in Wander Ltd. and another v. Antox India (P) Ltd., 1990 (Supp) SCC 727. Relevant extract whereof is reproduced herein below; 14. The appeals before the Division Bench were against the exercise of discretion by the Single Judge. In such appeals, the appellate court will not interfere with the exercise of discretion of the court of first instance and substitute its own discretion except where the discretion has been shown to have been exercised arbitrarily, or capriciously or perversely or where the court had ignored the settled principles of law regulating grant or refusal of interlocutory injunctions. An appeal against exercise of discretion is said to be an appeal on principle. Appellate court will not reassess the material and seek to reach a conclusion different from the one reached by the court below if the one reached by that court was reasonably possible on the material. The appellate court would normally not be justified in interfering with the exercise of discretion under appeal solely on the ground that if it had -5- considered the matter at the trial stage it would have come to a contrary conclusion. If the discretion has been exercised by the trial court reasonably and in a judicial manner the fact that the appellate court would have taken a different view may not justify interference with the trial court’s exercise of discretion. After referring to these principles Gajendragadkar, J. in Printers (Mysore) Private Ltd. v. Pothan Joseph1 : (SCR 721) “... These principles are well established, but as has been observed by Viscount Simon in Charles Osenton & Co. v. Jhanaton2 ‘...the law as to the reversal by a court of appeal of an order made by a judge below in the exercise of his discretion is well established, and any difficulty that arises is due only to the application of well settled principles in an individual case’.” 8. Suffice it to state that the expression “ratification” came up for consideration before the Apex Court in (2015) 11 SCC 669 titled as National Institute of Technology and another vs. Pannalal Choudhury and another. The relevant extract whereof reads as under:- 29) The expression “Ratification” means “the making valid of an act already done”. This principle is derived from the Latin maxim “ratihabitio mandato aequiparatur” meaning thereby “a subsequent ratification of an act is equivalent to a prior authority to perform such act.” It is for this reason; the ratification assumes an invalid act, which is retrospectively validated. 30) The expression “ratification” was succinctly defined by the English Court in one old case, Hartman Vs. Hornsby reported in 142 Mo 368 44 SW 242, 244 as under: “ Ratification’ is the approval by act, word, or conduct, of that which was attempted (of accomplishment), but which was improperly or unauthorisedly performed in the first instance.” 31) The law of ratification was applied by this Court in Parmeshwari Prasad Gupta Vs. U.O.I (1973) 2 SCC 543. In that case, the Chairman of the Board of Directors had terminated the services of the General Manager of a Company pursuant to a resolution taken by the Board at a meeting. It was not in dispute that the meeting had been improperly held and consequently the resolution passed in the said meeting terminating the services of General Manager was invalid. However, the Board of Directors then convened -6- subsequent meeting and in this meeting affirmed the earlier resolution, which had been passed in improper meeting. On these facts, the Court held, “Even if it be assumed that the telegram and the letter terminating the services of the appellant by the Chairman was in pursuance of the invalid resolution of the Board of Directors passed on 16-12-1953 to terminate his services, it would not follow that the action of the Chairman could not be ratified in a regularly convened meeting of the Board of Directors. The point is that even assuming that the Chairman was not legally authorised to terminate the services of the appellant, he was acting on behalf of the Company in doing so, because, he purported to act in pursuance of the invalid resolution. Therefore, it was open to a regularly constituted meeting of the Board of Directors to ratify that action which, though unauthorised, was done on behalf of the Company. Ratification would always relate back to the date of the act ratified and so it must be held that the services of the appellant were validly terminated on 17-12-1953.” This view was approved by this Court in High Court of Judicature for Rajasthan Vs. P.P. Singh & Anr. (2003) 4 SCC 239. 32) The aforesaid principle of law of ratification was again applied by this Court in Maharashtra State Mining Corpn. Vs. Sunil (2006) 5 SCC 96. In this case, the respondent was an employee of the appellant Corporation. Consequent to a departmental enquiry, he was dismissed by the Managing Director of the appellant. The respondent then filed a writ petition before the High Court. During the pendency of the writ petition, the Board of Directors of the appellant Corporation passed a resolution ratifying the impugned action of the Managing Director and also empowering him to take decision in respect of the officers and staff in the grade of pay the maximum of which did not exceed Rs. 4700 p.m. Earlier, the Managing Director had powers only in respect of those posts where the maximum pay did not exceed Rs.1900 p.m. The respondent at the relevant time was drawing more than Rs.1800 p.m. Therefore, at the relevant time, the Managing Director was incompetent to dismiss the respondent. Accordingly, the High Court held the order of dismissal to be invalid. The High Court further held that the said defect could not be rectified subsequently by the resolution of the Board of Directors. The High Court set aside the dismissal order and granted consequential relief. The appellant then filed the appeal in this Court by special leave. Justice Ruma Pal, speaking for three- Judge Bench, while allowing the appeal and setting aside of the Court held as under : “The High Court rightly held that an act by a legally incompetent authority is invalid. But it was entirely wrong in -7- holding that such an invalid act could not be subsequently “rectified” by ratification of the competent authority. Ratification by definition means the making valid of an act already done. The principle is derived from the Latin maxim ratihabitio mandato aequiparatur, namely, “a subsequent ratification of an act is equivalent to a prior authority to perform such act.” Therefore, ratification assumes an invalid act which is retrospectively validated.” “In the present case, the Managing Director’s order dismissing the respondent from service was admittedly ratified by the Board of Directors unquestionably had the power to terminate the services of the respondent. Since the order of the Managing Director had been ratified by the Board of Directors such ratification related back to the date of the order and validated it.” 33) Applying the aforementioned law of ratification to the facts at hand, even if we assume for the sake of argument that the order of dismissal dated 16.08.1996 was passed by the Principal & Secretary who had neither any authority to pass such order under the Rules nor there was any authorization given by the BOG in his favour to pass such order yet in our considered view when the BOG in their meeting held on 22.08.1996 approved the previous actions of the Principal & Secretary in passing the respondent's dismissal order dated 16.08.1996, all the irregularities complained of by the respondent in the proceedings including the authority exercised by the Principal & Secretary to dismiss him stood ratified by the Competent Authority (Board of Governors) themselves with retrospective effect from 16.8.1996 thereby making an invalid act a lawful one in conformity with the procedure prescribed in Rules. 9. In the aforesaid settled position of law, even if for the sake of argument, it is presumed that the Registrar in the case at hand had neither authority nor authorization given by the Board of Governors to issue the termination of both the agreements in the case at hand vide Annexure P-13, page 165 of the paper book, in our considered view, prima-facie when the Board of Governors, in their meeting held on 8th April, 2026 (page 198), specifically under item 47.5.7 approved the previous actions of the Registrar in issuing the termination notice, in the case at hand, than all irregularities -8- committed by the respondent, including the authority exercised by the Registrar to issue the termination notice, stood ratified by the competent authority/Board of Governors with retrospective effect from 1.5.2024, thereby making an invalid act a lawful one . 10. While dealing with an application under Section 9of the Act seeking interim measures is concerned, the concept of balance of convenience, prima facie case, irreparable injury, and the concept of what is just and convenient have to be considered. See (2007) 7 SCC 125 titled Adhunik Steels Limited vs. Orissa Manganese and Minerals Private Limited). 11. Whether an interim measure permitting the appellant to carry on operation in the face of the termination of the agreements by the respondent, can be granted, would require the Court to consider the aforesaid classical rules for grant of such an interim measure. In the case at hand, after the termination of the agreement entered into between the parties, it is not the case of the appellant that the respondent has entered into a fresh agreement with a third party for running a school. Besides we see no justification in preventing the respondent from running the school. Other than the aforesaid the running of the school by the respondent cannot prejudice the appellant, since ultimately, if the appellant succeeds, they would be entitled to get, if not the main relief, compensation for termination of the contract on principles well settled in that behalf. -9- 12. Moreover, from a perusal of the petition filed under Section 9 of the Act specifically paragraph 48 thereof, it is evident that the appellant has quantified the loss suffered on account of the alleged illegal termination. Hence, from the same, it is evident that on account of alleged illegal termination, it is the appellant’s own contention that it has suffered a loss which is quantifiable and not an irreparable loss which cannot be compensated in terms of money. In this regard reference can be made to Wander Ltd. cited supra, relevant extract reads as follow:- 9. Usually, the prayer for grant of an interlocutory injunction is at a stage when the existence of the legal right asserted by the plaintiff and its alleged violation are both contested and uncertain and remain uncertain till they are established at the trial on evidence. The court, at this stage, acts on certain well settled principles of administration of this form of interlocutory remedy which is both temporary and discretionary. The object of the interlocutory injunction, it is stated “...is to protect the plaintiff against injury by violation of his rights for which he could not adequately be compensated in damages recoverable in the action if the uncertainty were resolved in his favour at the trial. The need for such protection must be weighed against the corresponding need of the defendant to be protected against injury resulting from his having been prevented from exercising his own legal rights for which he could not be adequately compensated. The court must weigh one need against another and determine where the ‘balance of convenience’ lies.” 13. Besides the aforesaid, admittedly in the case at hand there is a delay in challenging the termination letter dated 1st May, 2024 (Annexure P-13). In this respect, it would be appropriate to -10- refer to the Apex Court judgement in (2009) 10 SCC 388 titled as Zenit Mataplast Private Limited vs. State of Maharashtra and others. Relevant extract whereof reads as under:- “The delay in approaching the court is of course a good ground for refusal of interim relief, but in exceptional circumstances, where the case of a party is based on fundamental rights guaranteed under the Constitution and there is an apprehension that suit property may be developed in a manner that fit acquires irretrievable situation, the court may grant relief even at a belated stage provided the court is satisfied that the applicant has not been negligent in pursuing the case.” The case at hand does not come within the exceptions carved hereinabove in Zenit Mataplast Private Limited supra. 14. Thus, for the aforesaid reasons, we are of the considered view that the present appeal is bereft of merit, therefore, the same is dismissed accordingly. Pending miscellaneous application(s), if any, shall also stand disposed of. (G.S. Sandhawalia) (Bipin Chander Negi) Chief Justice Judge 11th May, 2026 (Tarun Singh)