NBCC (INDIA) LIMITED versus ZILLION INFRAPROJECTS PVT. LTD.

NBCC (INDIA) LIMITED versus ZILLION INFRAPROJECTS PVT. LTD.

A general reference in the Letter of Intent to the terms and conditions of the DVC tender did not amount to incorporation of the DVC arbitration clause into the contract between NBCC and respondent; Clause 7.0 of the L.O.I. expressly provided that disputes between NBCC and respondent shall be litigated only in the civil courts having jurisdiction in Delhi, therefore the High Court erred in appointing an arbitrator and its orders are quashed and set aside.

Parties
Appellant: NBCC (India) Limited; Respondent: Zillion Infraprojects Pvt. Ltd.
Jurisdiction
India
Judgment Date
19 March 2024
Procedural Posture
Civil Appeal / Appeal From High Court Order Under Section 11(6) of the Arbitration and Conciliation Act, 1996 (challenge to Appointment of Sole Arbitrator)
Outcome
Appeals allowed; impugned High Court orders quashed and set aside; no order as to costs.
Legal Topics
Incorporation of Arbitration Clause, Reference Vs Incorporation, Letter of Intent (l.o.i.), Section 7(5) of Arbitration & Conciliation Act, 1996, Jurisdiction Clause
Arbitration & Conciliation Act, 1996 Contract Law Incorporation of Arbitration Clause Reference Vs Incorporation Letter of Intent (l.o.i.) Section 7(5) of Arbitration & Conciliation Act, 1996 Jurisdiction Clause

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Parties

NBCC (India) Limited

Appellant

Zillion Infraprojects Pvt. Ltd.

Respondent

Procedural Posture

Civil Appeal / Appeal From High Court Order Under Section 11(6) of the Arbitration and Conciliation Act, 1996 (challenge to Appointment of Sole Arbitrator)

Legal Issues

  1. 1 Whether a general reference in a second contract to the terms and conditions of a first contract incorporates the arbitration clause of the first contract into the second contract

Ratio Decidendi

A general reference in the Letter of Intent to the terms and conditions of the DVC tender did not amount to incorporation of the DVC arbitration clause into the contract between NBCC and respondent; Clause 7.0 of the L.O.I. expressly provided that disputes between NBCC and respondent shall be litigated only in the civil courts having jurisdiction in Delhi, therefore the High Court erred in appointing an arbitrator and its orders are quashed and set aside.

Court Disposition

Appeals allowed; impugned High Court orders quashed and set aside; no order as to costs.

Orders

  • Impugned orders are quashed and set aside.
  • There shall be no order as to costs.