TATA INDUSTRIES LTD. & ANR. versus GRASIM INDUSTRIES LTD.

TATA INDUSTRIES LTD. & ANR. versus GRASIM INDUSTRIES LTD.

There is a live arbitrable issue regarding the alleged breach of the Shareholders Agreement which was not extinguished by the subsequent Share Purchase Agreements; the presence of 'without prejudice' clauses and continued dispute indicates the matter is properly referable to arbitration; the arbitration clause survives the Shareholders Agreement, and the arbitral tribunal is to determine any breach or consequential damages.

Parties
Applicant: Tata Industries Ltd.; Applicant: Apex Investments (Mauritius) Holding Private Limited; Respondent: Grasim Industries Ltd.
Jurisdiction
India
Judgment Date
09 July 2008
Procedural Posture
Arbitration Petition / Decision on Application for Appointment of Arbitrators Under Section 11(6) of the Arbitration and Conciliation Act, 1996
Outcome
Application allowed
Legal Topics
Appointment of Arbitrators, Arbitrable Disputes, Shareholders Agreement, International Commercial Arbitration, Without Prejudice Clause
Arbitration Law Company Law Appointment of Arbitrators Arbitrable Disputes Shareholders Agreement International Commercial Arbitration Without Prejudice Clause

Case Brief

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Parties

Tata Industries Ltd.

Applicant

Apex Investments (Mauritius) Holding Private Limited

Applicant

Grasim Industries Ltd.

Respondent

Procedural Posture

Arbitration Petition / Decision on Application for Appointment of Arbitrators Under Section 11(6) of the Arbitration and Conciliation Act, 1996

Legal Issues

  1. 1 Whether a live arbitrable dispute exists between the parties despite the execution of Share Purchase Agreements.
  2. 2 Whether applicants retain rights under the Shareholders Agreement after exiting the company.
  3. 3 Whether Apex Investments (Mauritius) Holding Pvt. Ltd. is a party to the arbitration agreement.

Ratio Decidendi

There is a live arbitrable issue regarding the alleged breach of the Shareholders Agreement which was not extinguished by the subsequent Share Purchase Agreements; the presence of 'without prejudice' clauses and continued dispute indicates the matter is properly referable to arbitration; the arbitration clause survives the Shareholders Agreement, and the arbitral tribunal is to determine any breach or consequential damages.

Court Disposition

Application allowed

Orders

  • Hon’ble Dr. Justice A.S. Anand (former Chief Justice of India), Hon’ble Mr. Justice Arun Kumar, and Hon’ble Mr. Justice P.K. Balasubramanyan (former Judges of the Supreme Court of India) appointed as arbitrators. Terms to be decided by themselves.