RATNAM SUDESH IYER Vs. JACKIE KAKUBHAI SHROFF

JUDGEMENT

(1.) Business associations can sour and that is what has happened in the present case. That the association was across the seas is another aspect. The two parties before us were shareholders in the investment holding company called Atlas Equifin Private Limited, India (for short 'Atlas ') which held 11,05,829 equity shares of Rs.10 each in Multi Screen Media Pvt. Ltd. (for short 'MSM '). It appears that the appellant had been attempting to sell the shares in MSM since 2002. In furtherance of the said objective, a placement instruction dated 15.11.2005 was signed by the parties authorising Standard Chartered Bank (for short 'SCB ') as their agent to identify the purchaser for the appellant 's shares in Atlas. The dispute apparently commenced on account of the stand of the respondent that his signatures on the placement instructions had been forged. Accordingly, he lodged a complaint with the Economic Offences Wing, Mumbai Police (for short 'EOW ') on 19.04.2010 against both the appellant and the SCB.

(2.) Better sense appears to have prevailed at that stage amongst the parties, or if one would say commercial sense; and they endeavoured to resolve their disputes by entering into a Deed of Settlement dated 03.01.2011. Since the present proceedings need to be adjudicated on aspects which emerge from the Deed of Settlement, it would be appropriate at this stage to set out the gist of its relevant clauses.

(3.) The appellant claimed breach of the aforesaid Deed of Settlement by an e-mail dated 09.06.2011 from the wife of the respondent informing the appellant that "..once again you are not being straight with us, and I 'm concerned about this. " Copy of this e-mail was marked to some of their associates. This was alleged to be the first breach. The second breach was another e-mail dated 15.06.2011, once again, by the wife of the respondent. The email stated that "I have no wish to continue to fraternise with a forger. " Thereafter the e-mail sought to refer to the Deed of Settlement and the alleged failure of the appellant not to give updates to the respondent. This e-mail was also circulated to their associates. On the respondent asking the appellant on 30.06.2011 to complete the sale of shares for release of the second escrow cheque of US$ 2 million, the appellant replied the same day stating that the respondent could not push him to sell. The appellant also alleged the breach of the Deed of Settlement by the false and defamatory e-mail on 15.06.2011. This triggered recourse to the arbitration clause.