JSA
This Compendium consolidates the key decisions passed by the Supreme Court of India and different High Courts, during the calendar period from January 2025 till June 2025.
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This edition of the JSA Brief showcases JSA authored articles, updates & newsletters and achievements such as deals and events in all practice area over the preceding month (July 2025).
To read further details, click here or refer to the below document.
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Please click here to download the Prism as a PDF.
A 2 (two) judge bench of the Hon’ble Supreme Court of India (“Supreme Court”) in the case of BGM and M-RPL-JMCT (JV) vs. Eastern Coalfields Limited[1] held that a contract clause stating disputes ‘may be’ referred to arbitration, is not a binding arbitration agreement under Sections 7 and 11[2] of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”). The Supreme Court ruled that only clauses with clear and mandatory language explicitly requiring disputes to be resolved by arbitration are enforceable and that the enabling or optional language is insufficient to constitute an arbitration agreement.
The main issues for consideration before the Supreme Court were as follows:
Issue 1: Scope of referral court’s power under Section 11 of the Arbitration Act
The Supreme Court examined the scope of judicial review under Section 11 of the Arbitration Act. Referring to the decision of the constitution bench in Interplay Between Arbitration Agreements under the Arbitration and Conciliation Act, 1996 and the Indian Stamp Act, 1899, In re[3], the Supreme Court reiterated that the referral court’s jurisdiction under Section 11 of the Arbitration Actis confined to the examination of the existence of an arbitration agreement.
The Supreme Court observed the following:
“The purport of using the word “examination” [as used in Section 11(6A)[4]] connotes that the legislature intends that the Referral Court has to inspect or scrutinise the dealings between the parties for the existence of an arbitration agreement. However, the expression “examination” does not connote or imply a laborious or contested inquiry”.
The Supreme Court clarified that where the arbitration agreement is found in an undisputed document, no trial or inquiry is required. In the present case, the appellant relied solely on Clause 13 of the GTC, which was undisputed. Therefore, the Supreme Court held that it was within the referral court’s jurisdiction to examine the clause and determine whether it constituted an arbitration agreement.
Issue 2: Whether Clause 13 of the GTC constitutes an arbitration agreement
The Supreme Court then turned to the main issue, whether Clause 13 of the GTC constituted an arbitration agreement.
The Supreme Court examined Clause 13 of the GTC mainly in light of its earlier decisions in Jagdish Chander v. Ramesh Chander[5], and Mahanadi Coalfields Ltd. vs. IVRCL AMR Joint Venture[6].
| Sr. No. | Case Name | Dispute resolution clause in that case | Supreme Court’s finding |
| 1. | Jagdish Chander vs. Ramesh Chander | “If during the continuance of the partnership or at any time afterwards any dispute touching the partnership arises between the partners, the same shall be mutually decided by the partners or shall be referred for arbitration if the parties so determine.” | The Supreme Court held that such language required further consent and did not reflect consensus ad idem. |
| 2. | Mahanadi Coalfields Ltd. vs. IVRCL AMR Joint Venture | 15. “Settlement of Disputes/Arbitration…..
15.2 In case of parties other than Govt. Agencies, the redressal of the disputes may be sought in the Court of Law.” |
The Supreme Court held that Clause 15 though titled “Settlement of Disputes/Arbitration”, the substantive part of it makes it abundantly clear that there is no arbitration agreement between the parties to refer either present or future dispute to arbitration. |
Relying on the said decisions, the Supreme Court in the present case held that Clause 13 of the GTC did not constitute an arbitration agreement under Section 7 of the Arbitration Act.
The Supreme Court noted that the use of the word ‘may be sought’ implied that the clause was merely enabling and did not reflect a binding commitment to arbitrate. It observed:
“Use of the words ‘may be sought’, imply that there is no subsisting agreement between parties that they, or any one of them, would have to seek settlement of dispute(s) through arbitration. It is just an enabling clause whereunder, if parties agree, they could resolve their dispute(s) through arbitration.”
This judgment reinforces the principle that arbitration must be based on a clear and binding agreement. Clauses that merely permit arbitration as an option, without mandating it, do not satisfy the requirements under Section 7 of the Arbitration Act.
For contracting parties, the judgment underscores the importance of precise drafting in dispute resolution clauses. The use of permissive language can render the clause unenforceable as an arbitration agreement. Parties intending to resolve disputes through arbitration must ensure that the clause reflects a binding obligation to arbitrate.
The party seeking to rely on an arbitration agreement bears the burden to demonstrate, at least prima facie, the existence of a binding agreement to arbitrate.
By applying and reiterating the principles established in previous decisions, the Hon’ble Supreme Court has reinforced commercial certainty and contractual discipline that arbitration must be a product of clear intent, recorded in writing, binding on both sides from the outset, and not left to future negotiation or discretion. Where parties do intend disputes to be resolved by arbitration, the clause must use mandatory language such as “shall be referred to arbitration”, thereby, removing any room for doubt.
This Prism is prepared by:
|
Varghese Thomas |
Divyam Agarwal |
Fatema Kachwalla |
Mayank Ratnaparkhe |
Pranav Tanwar |
Virgil Braganza |
For more details, please contact [email protected].
[1] 2025 SCC OnLine SC 1471 (decided on July 18, 2025)
[2] Section 7 defines what constitutes an ‘arbitration agreement’ and Section 11 discusses appointment of arbitrators.
[3] (2024) 6 SCC 1
[4] The Supreme Court or, as the case may be, the High Court, while considering any application under sub-section (4) or sub-section (5) or sub-section (6) of the Arbitration Act, will, notwithstanding any judgment, decree or order of any court, confine to the examination of the existence of an arbitration agreement.
[5] (2007) 5 SCC 719
[6] (2022) 20 SCC 636
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In MMTC Limited vs. Anglo-American Metallurgical Pty Limited and Ors.[1], the Delhi High Court (“Delhi HC”), while exercising its power under Order VII, Rule 11 of the Code of Civil Procedure, 1908 (“CPC”), dismissed a civil suit filed by MMTC Limited (“MMTC”). The suit sought to nullify an arbitral award that had been reviewed and confirmed under the Arbitration and Conciliation Act, 1996 (“Arbitration Act”) all the way up to the Supreme Court of India (“Supreme Court”). The Delhi HC held that such a suit was an abuse of the process of law and permitting such a challenge would render the Arbitration Act nugatory and undermine public confidence in arbitration.
MMTC, a public sector undertaking, had entered into a long-term contract in 2007 for the purchase of coking coal from Anglo-American Metallurgical Pty Limited (“AAMPL”). In November 2008, the parties extended the contract by entering into ‘Addendum No. 2’, by way of which the price of the coal was modified to USD 300 (US Dollars three hundred) per MT. MMTC agreed to the revised price despite internal advice from one of its directors who had noted that the company ‘should try to avoid/defer USD 300 (US Dollars three hundred) price coal’.
Subsequently, MMTC contended that Addendum No. 2 was executed by fraud and collusion of its own senior officers and those of AAMPL, at a time when global coal prices had collapsed due to the 2008 global economic downturn. MMTC, therefore, failed/refused to lift the contracted quantity of coal. As a result, AAMPL invoked arbitration seeking payment of damages. The arbitration was conducted under the ICC Arbitration Rules, with its seat at New Delhi.
On May 12, 2014, the arbitral tribunal passed an award (“Award”) against MMTC for approximately INR 716,00,00,000 (Indian Rupees seven hundred and sixteen crore) in damages along with 15% interest on the said amount. MMTC challenged the Award under the Arbitration Act. However, the challenge to the Award was finally rejected by the Supreme Court in its judgment dated March 2, 2020.
As per the plaint, sometime in 2021, following the retirement of one Mr. Ved Prakash, who had overseen the arbitral proceedings, an internal investigation was conducted by MMTC, where it was claimed that fresh evidence of collusive fraud between officials of MMTC and AAMPL was discovered. MMTC, therefore, referred the matter to the Central Bureau of Investigation (“CBI”) for investigation and, in parallel, filed a fresh civil suit seeking to declare both Addendum No. 2 and the Award as void and unenforceable.
Whether a civil suit to nullify an arbitral award which had attained finality in terms of the Arbitration Act was maintainable?
On Order VII, Rule 11 of the CPC
The Delhi HC first analysed Order VII, Rule 11 of the CPC, which provides for rejection of plaint at the threshold where the suit is barred by law or fails to disclose any cause of action[2]. Relying on the law laid down by the Supreme Court[3], it was emphasised that courts must prevent the ‘gross abuse of the process’ and should ‘nip in the bud’ any litigation that is ‘manifestly vexatious, and meritless’, particularly when ‘clever drafting has created the illusion of a cause of action’.
On the existence of a bar under the Arbitration Act
The Delhi HC held that the Arbitration Act is a self-contained code which provides a complete framework for arbitration, right from reference to enforcement, and that it excludes the application of general civil law except where specifically permitted. The court emphasised Section 5 of the Arbitration Act which contains a general rule of minimum judicial interference.[4]
The Delhi HC emphasised that Section 34 of the Arbitration Act provided the single, exclusive remedy to challenge an arbitral award. MMTC had already exhausted this procedure inasmuch as it had unsuccessfully challenged the Award all the way up to the Supreme Court.
The Delhi HC further observed that the Arbitration Act, specifically Section 5 read with Section 34, constitutes an explicit legal bar to challenge an arbitral award by filing a separate civil suit. It characterised MMTC’s lawsuit as a ‘cleverly and eschewedly’ drafted attempt to circumvent this statutory restriction and re-litigate issues after having already exhausted all available legal remedies.
The judgment warned that allowing such suits would encourage every losing party to invent new grounds to challenge final arbitral awards, opening the ‘floodgates of litigation’ and turning arbitration into a ‘never-ending cycle of challenges’ which would defeat the Arbitration Act’s core objectives of finality and efficiency.
On the allegations of fraud and the time limits for their challenge
The Delhi HC held that a suit alleging fraud between the parties, as opposed to a fraud practiced upon the court or tribunal itself, cannot be maintained after all the statutory remedies under the Arbitration Act had been exhausted.
The Delhi HC also reiterated that Section 34 of the Arbitration Act provides the sole and exclusive remedy for setting aside an award induced by fraud or corruption, and such a challenge must be brought within the prescribed time limits.
The Delhi HC found that the alleged ‘new discovery’ of facts could not revive a claim that was otherwise time-barred, as this would undermine the finality and efficiency that are the core objectives of the arbitration framework.
On limitation
The Delhi HC also found the suit to be hopelessly barred by the law of limitation, observing that even if the allegations of fraud were assumed to give rise to a fresh cause of action, that cause of action arose when Addendum No. 2 was executed in 2008 and when the Award was subsequently rendered in 2014. The Delhi HC rejected MMTC’s attempt to anchor the cause of action to a 2022 internal investigation or a complaint filed with the CBI, holding that such acts cannot revive a dormant claim. It was held that an alleged new discovery of facts does not revive a remedy that is otherwise barred by law.
The Delhi HC concluded that the suit filed by MMTC was not maintainable, viewing it as an impermissible collateral challenge to an arbitral award that had already attained finality up to the Supreme Court. The Delhi HC held that the suit was expressly barred by law, as Section 5 read with Section 34 of the Arbitration Act, constitutes an exhaustive and exclusive code for challenging arbitral awards.
It also observed that permitting such a suit would open the floodgates to litigation, undermine the principles of finality and efficiency that are the core objectives of the Arbitration Act, and render arbitral awards unenforceable. Consequently, exercising its powers under Order VII Rule 11 of the CPC, the Delhi HC rejected the plaint at the outset.
The judgment in the MMTC case is a welcome reiteration of the principles of finality enshrined under the Arbitration Act. It reinforces the fact that courts should not entertain attempts by parties to circumvent the legislative framework. By exercising power under Order VII, Rule 11 of the CPC, and by dismissing the suit at the threshold, the Delhi HC has also prevented further prolongation of the dispute. A question that remains is that despite categorically observing that “…challenging an Award, which has already been upheld by the Hon’ble Supreme Court…is not only an abuse of the process of law but will be a travesty of justice…”, why the court stopped short of imposing costs on the plaintiff. Had it done so, this may have disincentivised similar frivolous litigations in the future.
This Prism is prepared by:
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Ananya Kumar |
Vaibhav Khanna |
For more details, please contact [email protected].
[1] CS (COMM) 959/2024 (decided on July 29, 2025)
[2] Dahiben vs Arvindbhai Kalyanji Bhanusali, (2020) 7 SCC 366
[3] T. Arivandandam vs. T.V. Satyapal, (1977) 4 SCC 467
[4] Interplay between arbitration agreements under the Arbitration Act, 1996 Stamp Act, 1899, In re, (2024) 6 SCC 1
JSA successfully represented National Asset Reconstruction Company Limited (NARCL) in the commencement of insolvency resolution proceedings against Mr. Yogesh Jogindernath Mehra and Mr. Ajay Jogindernath Mehra, personal guarantors of Wind World (India) Limited, before the Hon’ble National Company Law Tribunal, Ahmedabad Bench (NCLT).
Originally, State Bank of India (SBI) had filed Company Petition Nos. 251 and 252 of 2020 under Section 95 of the Insolvency and Bankruptcy Code, 2016 (IBC), claiming a total default amounting to ₹12,10,67,52,114.05. While the proceedings were ongoing, on 28 March 2024, SBI along with IDBI Bank Limited, Punjab National Bank, Canara Bank, Bank of Baroda, Bank of India, Central Bank of India, and Axis Bank Limited entered into a Joint Assignment Agreement with NARCL. Through this agreement, the assignors transferred their loans to NARCL along with all associated rights, title, and interest.
Following the assignment, NARCL substituted SBI in the pending proceedings and pursued the applications under Section 95 of the IBC. Key legal issues considered by the NCLT included:
After extensive submissions by JSA on behalf of NARCL, as well as arguments from the counsel representing the personal guarantors and the advocate for the resolution professional, the NCLT held that:
Accordingly, the NCLT admitted the Section 95 applications against the personal guarantors on 28 July 2025, officially initiating the insolvency resolution process.
JSA Team:
The matter was led by Bijal H Chhatrapati, partner, with support from Siddharth Sinha, senior associate, as part of JSA’s corporate litigation team.
Please click here to download the Prism as a PDF.
On July 25, 2025, the Hon’ble Delhi High Court (“Delhi HC”) in the case of Engineering Projects (India) Limited vs. MSA Global LLC (OMAN)[1], granted an anti-arbitration injunction restraining MSA Global LLC (Oman) (“MSA”) from proceeding with a Singapore-seated arbitration under the aegis of the International Chamber of Commerce (“ICC”). The injunction was granted due to a party nominated arbitrator’s failure to disclose a potential conflict of interest. The Delhi HC, while taking note of the prevailing non-interventionist approach pertaining to arbitration, held that the same would not preclude courts from acting as safeguards when the arbitration proceedings are “blatantly vexatious, unconscionable, oppressive, and violative of the public policy of India”.
The Delhi HC was called on to decide whether it had the power, in a civil suit, to intervene in respect of a foreign seated arbitration and, if so, whether such intervention was factually justified.
The judgment of the Delhi HC, where it has intervened in a foreign seated arbitration, being conducted under the aegis of an arbitral institution, leads to various questions regarding the power of Indian courts and the exercise thereof.
While it can be argued that the Delhi HC drew a nuanced distinction between the sanctity of an arbitration agreement and its own power to injunct vexatious arbitral proceedings, the fact that a parallel challenge on the same issue as pending before the Singapore courts raises questions and concerns regarding forum shopping, comity of courts and recognition of institutional arbitration by Indian courts. This is more so when courts in India would have always had the option of intervening at the stage of enforcement of the award.
This Prism is prepared by:
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Ananya Kumar |
Utkarsh Khandelwal |
For more details, please contact [email protected].
[1] CS(OS) 243/2025
[2] Union of India vs. Dabhol Power Company, 2004 SCC OnLine Del 1298; Himachal Sorang Power Private Limited vs. NCC Infrastructure Holdings Limited, 2019 SCC OnLine Del 7575
[3] J. Jarvis & Sons Ltd. vs. Blue Circle Dartford Estates Ltd., [2007] A.P.P.L.R. 05/14; Minister of Finance (Inc) and Malaysian Development Berhad vs. International Petroleum Investment Coy, 2019] EWCA Civ 2080
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The India–UK Comprehensive Economic and Trade Agreement (“CETA”), signed on July 24, 2025, reflects a notable shift in India’s treaty architecture by embedding sustainability objectives as a central component of its trade engagement. Chapter 21 (Environment) of the CETA (“Chapter 21”) sets out a dedicated framework to align trade and investment with environmental protection and sustainable development. Chapter 21 establishes shared goals, principles of cooperation, and commitments to maintain high environmental standards without compromising regulatory autonomy.
Chapter 21 affirms the sovereign right of each party to determine its environmental priorities and protection levels, while simultaneously committing not to weaken or waive environmental laws to attract trade or investment. Chapter 21 builds upon globally recognised multilateral frameworks such as the UN 2030 Agenda, Rio Declaration, Paris Agreement, Montreal Protocol, and the Convention on Biological Diversity, among others. While Chapter 21 does not subject its provisions to binding dispute resolution, it sets out a consultative process through designated contact points, the joint committee, and ministerial dialogue, underscoring the cooperative spirit of its design.
Chapter 21 of CETA marks a significant step forward in integrating environmental priorities into bilateral trade policy. Although the provisions of this chapter are not subject to binding dispute resolution, they are grounded in a structured framework of cooperation, dialogue, and alignment with international environmental instruments. Chapter 21 affirms each party’s right to regulate and sets out a wide-ranging agenda that includes energy transition, biodiversity conservation, air quality, marine protection, forest governance, and the circular economy. It provides a platform for embedding sustainability into trade relations without compromising domestic policy space.
Beyond its environmental dimension, CETA is expected to deliver substantial trade gains. Bilateral trade is projected to increase by approximately USD 34 billion (US Dollars thirty-four billion) annually and have committed to doubling trade to USD 120 billion (Us Dollars one hundred and twenty billion) by 2030, with an additional USD 40 billion (US Dollars forty billion) projected by 2040. Sectors such as textiles, leather, chemicals, pharmaceuticals, marine products, and processed food, among others, are expected to benefit from enhanced market access and reduced trade barriers. Chapter 21 is particularly relevant in this context, as it encourages trade in environmental goods and services, promotes regulatory alignment, and supports sustainable production practices that are increasingly valued in global supply chains.
For Indian stakeholders, including policymakers, businesses, environmental regulators, and exporters, Chapter 21 sets out a roadmap for aligning trade expansion with environmental stewardship. It introduces opportunities for collaboration in areas such as clean technology, resource efficiency, and sustainable manufacturing. Importantly, it establishes a model for future trade agreements that prioritises sustainability alongside market access, reflecting India’s evolving approach to global trade partnerships in an era of climate and environmental transition.
This Prism has been prepared by:
|
Amit Kapur |
Sugandha Somani Gopal |
Vihaan Pathak |
For more details, please contact [email protected]
JSA successfully represented UltraTech Cement Ltd. (“UTCL”) before the Karnataka High Court in securing an interim stay on the Karnataka Electricity Regulatory Commission (Terms and Conditions of Open Access) Regulations, 2025
On 24.07.2025, the Karnataka High Court (“KHC”) granted an interim stay on the Karnataka Electricity Regulatory Commission (Terms and Conditions of Open Access) Regulations, 2025. In doing so, KHC revived Ld. KERC’s interim arrangement dated 21.01.2025 and directed parties to be governed by the interim arrangement with respect to wheeling and banking. KHC, has, prima facie taken cognizance of UTCL’s grievance on issues relating to banking and open access. Attempts (in various forms) have been made to curtail banking across the nation. KHC’s indulgence in correcting the position is a welcome step for the renewable energy industry, where banking plays a pivotal role – until viable storage options are realised.
JSA’s team comprised of Abhishek Munot (Lead Partner), along with Tushar Nagar (Partner) and Purvi Shrivastava (Associate).
This edition of the JSA Brief showcases JSA authored articles, updates & newsletters and achievements such as deals and events in all practice area over the preceding month (June 2025).
To read further details, click here or refer to the below document.
For more details, please contact [email protected]
*In case the document is not visible on the device you are using, please click the link above.
Please click here to download the Prism as a PDF.
On June 30, 2025, the Hon’ble Calcutta High Court (“Calcutta HC”) in the case of Super Smelters Limited vs. Universal Cables Limited[1] referred the parties to arbitration basis an arbitration clause contained in the purchase order. Calcutta HC held that a purchase order is the main contract or the principal agreement between the parties. The Calcutta HC also reiterated that conduct and correspondence can establish a binding arbitration agreement under the provisions of the Arbitration and Conciliation Act,1996 (“Arbitration Act”).
Whether the parties could be referred to arbitration basis the arbitration clause contained in the Purchase Order, despite the existence of a conflicting jurisdiction clause contained in a subsequent Tax Invoice?
Whilst allowing the application under Section 11 of the Arbitration Act, the Calcutta HC held as follows:
The judgment underscores that a comprehensive purchase order exchanged and acted upon by both parties can constitute a binding arbitration agreement, in accordance with the terms of the Arbitration Act. By upholding the arbitration agreement contained in the Purchase Order, the Calcutta HC has made clear that mere inclusion of a later jurisdiction clause by a supplier in his tax invoice cannot defeat an earlier, agreed upon arbitration agreement.
By way of the judgment, the Calcutta HC has clarified that merely issuing an invoice with a different jurisdiction or arbitration clause will not automatically change the dispute resolution mechanism unless the said terms of the contract are re-opened or altered by mutual consent by the parties. In a nutshell, an agreed arbitration clause in the principal agreement will govern the parties unless expressly superseded.
The judgment also underscores the limited enquiry to be conducted by a court under Section 11 of the Arbitration Act, i.e. confining itself only to the existence of the arbitration agreement rather than an inquiry on the merits of the dispute. This approach reaffirms that under Section 11 of the Arbitration Act, the courts will enforce a clear arbitration clause in the underlying contract. Any dispute about whether a later document amended the arbitration agreement may be decided by the arbitrator.
This Prism is prepared by:
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Hormuz Mehta |
Ahsan Allana |
Avantika Kadapatti |
For more details, please contact [email protected].
[1] AP-Com. No. 470 of 2024
[2] Under Section 11 of the Arbitration Act, a High Court or the Supreme Court (depending on the nature of arbitration) is empowered to appoint an arbitrator where parties fail to do so as per their agreed procedure. At this stage, the court’s inquiry is limited to a preliminary/prima facie determination of whether an arbitration agreement exists and not the merits of the underlying dispute.
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