Arbitration
Sruthi Aravind
(Querist) 02 March 2013
This query is : Resolved
an Indian entity purchased the entire shareholding of an Indian, in another Indian Company.In this regard, two Agreements were entered into- the first on 10.08.2011 (the “first agreement”) and the second on 10.10.2012 (the “second agreement”). The first agreement was a share purchase agreement which also provided for the consideration payable and for certain condition precedents to be complied with by the Seller.
Following the first agreement, the parties, by way of an exchange of emails agreed on the mechanics for execution of the payment obligations under the first agreement. In particular, they agreed to a staggered payment of the consideration in three stages, each payment being due after the completion of a condition precedent
The first agreement contained an arbitration clause providing for arbitration in Singapore. The law governing the underlying contracts and the law governing the arbitration agreement was not set out in the two agreements.
The agreement also contained a provision which provided that the parties waived their right to approach a Court for seeking any interim relief.
1.can such a provision waiving a right be added?
2.can the place of arbitration be at a foreign country in this circumstance?
3.does the seat at singapore makes the first part of the Arbitration Act not applicable to this case?
ajay sethi
(Expert) 02 March 2013
if the parties have duly agreed that in the event of any disputes it shall be only referred to arbitration such a provision would be valid . if parties agree that arbitsration shall be at singapore the clause would be valid .
you can easily affor legal fees . have agreements vetted by a lawyer
Murali Krishna
(Expert) 03 March 2013
1. Such a clause waiving the right to approach a court for interim relief can be added. S.28 of Contract may not apply, since it applies to both the parties equally and does not extinguish other remedies.
2.Place of arbitration can be at any place, even outside India. Hence, Singapore as chosen by parties can be place of arbitration.
3.Law of place of arbitration always applies to arbitration proceedings. Hence, Singapore law is applicable to your case. However, Indian courts can also have jurisdiction over subject matter in view of Bhatia International case since your agreement is prior to BALCO judgement. Supreme Court has overruled law in Bhatia International in BALCO case (Five member bench) with a caveat that law decided in BALCO applies to future agreements.
