MULHEIM PIPECOATINGS GMBH Vs. WELSPUN FINTRADE LIMITED

JUDGEMENT

(1.) Admit. The Learned Counsel for the Respondents waive service.

(2.) The appeal is from the judgment of a Learned Single Judge which has been rendered on a Petition which was filed by the Appellant under Section 45 of the Arbitration and Conciliation Act, 1996. The Appellant which is a company incorporated in Germany entered into a Share Purchase Agreement (SPA) with the Respondents. By its petition, the Appellant sought a direction under Section 45 for a reference to arbitration in accordance with an arbitration agreement embodied in clause 11.13 of the SPA. The Appellant has in pursuance of the arbitration agreement invoked arbitration by lodging a request for arbitration (RFA) to the International Chamber of Commerce, Paris. The First Respondent instituted a suit in this Court on the Original Side, for seeking a declaration that the SPA had, by mutual agreement between the Appellant and the First Respondent, been terminated/rescinded, thereby rendering it null and void and that consequently the SPA "is no longer valid, subsisting, binding and/or enforceable". The First Respondent also seeks a declaration that an MOU which was entered into on 17 March 2010 by it with the First Respondent is valid, binding and subsisting, together with consequential reliefs, including an order of restraint preventing the Appellant from alienating the shares held by the Appellant in the Second Respondent which is a joint venture company. The Learned Single Judge has held that by the subsequent MOU between the parties, the earlier SPA is rendered null and void, parties having substituted the former for the latter.

(3.) On 10 December 2004, an SPA was entered into between the Appellant described there as a transferee, the First Respondent as transferor and the Second Respondent as a company called WGSRL. A joint venture company by the name of Eupec-Welspun PipeCoatings (India) Limited (EWPL) was promoted inter alia by the Appellant and the First Respondent.