BALAJI STEEL TRADE Vs. FLUDOR BENIN S.A.

JUDGEMENT

(1.) For the sake of convenience and ready reference, this judgment contains the following parts:-

(2.) The Arbitration Petition under Sec. 11 of the Arbitration and Conciliation Act, 1996 [Hereinafter, "Act, 1996"] is an attempt by the petitioner to anchor an international commercial arbitration, arising out of Buyer and Seller Agreement (BSA), and its Addendum which is governed by laws of Republic of Benin, into the domestic framework of the Act, 1996 by placing reliance on dispute resolution clauses contained in subsequent contractual arrangements, namely Sales Contracts executed with respondent no. 2 and High Seas Sales Contracts (HSSAs) executed with respondent no. 3. The prayer is for constitution of an Arbitral Tribunal and a composite reference of the alleged disputes including within the embrace the three respondents as its parties by invoking the group of companies doctrine. We have considered issue of jurisdiction, concluded decision between the parties, and also the propriety of the present petition and dismissed the petition. We have held that as the primary contract (BSA) incorporates (i) international commercial arbitration, question of application of Sec. 11 contained in Part I does not arise, (ii) BSA with respondent no. 1 is the 'mother agreement' to which respondents no. 2 and 3 are aliens, (iii) the petitioner is barred by issue estoppel arising owing to dismissal of anti-arbitration injunction suit and also that, (iv) there is no compositeness of the transaction so as to attract group of companies doctrine.

(3.) The petitioner, Balaji Steel Trade, has approached this Court under Sec. 11(6) read with Sec. 11(12)(a) of the Act 1996 praying for appointment of sole arbitrator to adjudicate and decide upon dispute that has arisen between the parties owing to the alleged breach of Buyer and Seller Agreement (hereinafter, "BSA") dtd. 6/6/2019 executed between the present petitioner and respondent no.1, Fludor Benin S.A. Petitioner prays for a composite reference to arbitration by seeking the inclusion of respondent no. 2, M/s Vink Corporations DMCC, a company incorporated in Dubai, UAE, and respondent no. 3, Tropical Industries International Pvt. Ltd., a private limited company registered in New Delhi, India. As per the petitioner, all three respondents are owned and controlled by Tropical General Investments Ltd. Group ("TGI Group") whereby TGI Group holds 100% shares in respondent no.1, 51% shares in respondent no. 2 and 99.73% shares in respondent no.3.