PVR LIMITED Vs. SPAZE TOWERS PRIVATE LIMITED

JUDGEMENT

(1.) By this petition under Sec. 11(6) of the Arbitration and Conciliation Act, 1996 (in short, the Act), the petitioner seeks appointment of a Sole Arbitrator in terms of Clause 17 of the Lease Agreement dtd. 14/8/2018 and the MoU dtd. 21/7/2016, in respect of the disputes which arise between the parties.

(2.) According to the petitioner, it is a premier cinema exhibition company and runs 845 cinema screens. In the course of its business, the petitioner enters into arrangements with the owners/licensors of such cinema plots/malls to run cinemas. According to the petitioner, the respondent was constructing a retail cum shopping complex/mall and entertainment centre i.e. 'Spaze 92 Mall' at Sector 92, Dwarka Expresseway, Gurgaon and thus, the petitioner and the respondent entered into an agreement to lease dtd. 14/8/2018 being the underlying agreement between the parties wherein the parties inter alia agreed on a mechanism and pre-conditions for handover of the premises. It was further agreed that the parties would maintain confidentiality of the terms and information contained in the agreement. Prior to the agreement to lease, a MoU dtd. 21/7/2016 and an addendum to the MoU dtd. 28/12/2017 were entered into between the parties. Clauses 17 and 18 of the agreement to lease read as under:-

(3.) According to the petitioner, despite negotiations in several meetings and correspondence between the parties, the premises was not ready for handover in terms of the agreement to lease. Further, the respondent also breached the confidentiality of the agreement to lease by leveraging the petitioner's brand and goodwill, to invite investors and tenants, without any written permission of the petitioner. In view of the disputes arising between the parties, the petitioner issued a termination notice dtd. 21/5/2021 to the respondent terminating the agreement to lease dtd. 14/8/2018 and subsequently, issued notice invoking arbitration dtd. 19/7/2021.