PRIYA MALAY SHETH Vs. VLCC HEALTH CARE LTD

JUDGEMENT

(1.) This is an application filed under Sec. 11 of the Arbitration and Conciliation Act, 1996 (for short "the Act") whereby the applicant has prayed for appointment of an arbitral tribunal for adjudication of the disputes and differences which have arisen between the parties under an agreement titled as the 'Infrastructure and Facility Management Agreement' dtd. 14/7/2018 (for short "the said agreement").

(2.) The respondent is a company incorporated under the Companies Act, 1956 and is stated to be engaged interalia in the business of 'slimming, skin and hair services' it possesses the right to use its trade mark, trade names, copyrights, designs, logos, slogans, commercial symbols and operates under the trade mark VLCC.

(3.) It is the case of the applicant that the respondent being an infrastructure provider, had persuaded the applicant to become a collaborator and infrastructure provider for running of what is described as "VLCC slimming, skin and hair services Centre" (for short "the centre") for its business activities in Mumbai. Accordingly the agreement in question came to be entered between the applicant and the respondents for running of such centre at Unit No.3, Kailas Business Park, Village Ghatkopar, Veer Savarkar Road, Vikhroli (West), Mumbai-400079, under the name and style of "VLCC". Under the said agreement, the applicant was described as an "Infrastructure Provider". The purpose of the agreement was to interalia enable the respondent to carry out business activities at the premises/centre which would be developed by the applicant (the Infrastructure Provider) as per Clause 3 of the said agreement, by using the mark and know-how of VLCC. The applicant was to aid the respondent to have the premises on lease for a minimum period of five years for establishing its centre, and thereafter the respondent was to enter into a lease deed with the owner of the premises (landlord). The applicant as an infrastructure provider was to undertake the development of the premises by incurring all expenses through its own resources as per the approval of the respondent. Under the said agreement, it was also agreed that the respondent shall have exclusive rights over the products, equipments etc. for carrying out activities of the centre. The term of the agreement was for five years from the date of commencement of the operations of the centre. Clause 6 of the said agreement provided for the financial consideration, to include that the applicant was to invest amounts to set up such VLCC, centre at the agreed premises. It was agreed that the total investment by the applicant shall be limited to Rs.1.25 crores excluding taxes. Clause 6.3 of the agreement provided for the entitlement of the applicant to receive amounts from the respondent. Under Clause 12 the parties agreed that the governing law for the purposes of the said agreement, would be the laws of India. Clause 13 was the dispute resolution and the arbitration clause. Clauses 12 and 13 are required to be noted, which read thus:-