Terix Computer Service India Pvt Ltd vs M/S Tpm Guru Private Ltd & Ors on 28 February, 2026
inkinccorporation@gmail.com
Delhi High Court
Terix Computer Service India Pvt Ltd vs M/S Tpm Guru Private Ltd & Ors on 28 February, 2026
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Judgment delivered on: 28/02/2026
+ CS(COMM) 783/2025
TERIX COMPUTER SERVICE INDIA PVT LTD .....Plaintiff
Versus
M/S TPM GURU PRIVATE LTD & ORS. .....Defendants
Advocates who appeared in this case
For the Plaintiff : Mr. Prashant Mehra and Ms. Paridhi
Chhibber, Advocates.
For the Defendants : Mr. Vyom Raghuvanshi, Ms. Akanksha
Rathore and Mr. Nitin Bhardwaj, Advocates
for D1, 2, 3, 7, 8 & 9.
CORAM:
HON'BLE MR. JUSTICE TEJAS KARIA
JUDGMENT
TEJAS KARIA, J
I.A. 27016/2025
1. Defendant Nos. 1, 2, 3, 7, 8 and 9 (“Defendants”) have filed the
present Application under Section 8 of the Arbitration and Conciliation Act,
1996 (“Act”) to dismiss the Suit and refer the dispute in the Suit to
arbitration and appoint a Sole Arbitrator for adjudication of the disputes that
have arisen between the Parties.
Signature Not Verified CS(COMM) 783/2025 Page 1 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
CONTROVERSY IN THE SUIT:
2. The Plaintiff is engaged in the business of providing hardware and
software maintenance services to customers across the globe. It is the
Plaintiff’s case that the Plaintiff manages its business by using various
proprietary tools and software it developed in USA, Canada and India
beginning in 2002 and are at the core of its business to provide IT services to
its various clients.
3. According to the Plaintiff, during the fourth quarter of the financial
year 2020-21, the Plaintiff allegedly observed a sharp and unexplained
decline in contract renewal business. Upon conducting independent
enquiries to ascertain the cause, it was allegedly revealed that the
Defendants, acting in concert and without the knowledge of the third
director, Ms. Christine Appleby, had unlawfully diverted several of the
Plaintiff’s clients to Defendant No. 1.
4. It is the Plaintiff’s case that this diversion of business was not
incidental, but was the result of a coordinated scheme orchestrated by
Defendant Nos. 2 and 3, who were at the relevant time directors of the
Plaintiff and now the directors of Defendant No. 1. It is further alleged by
the Plaintiff that the Defendants systematically diverted the Plaintiff’s
clients, manpower and resources to Defendant No. 1, thereby hollowing out
the Plaintiff’s business and leaving it without sufficient cash flow to meet its
operational obligations.
5. It is further the Plaintiff’s case that to facilitate this diversion, the
Defendants represented to the Plaintiff’s clients and employees that the
Plaintiff was undergoing a rebranding exercise and that Defendant No. 1
was a sister concern through which all future renewals would be processed.
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
6. As per the Plaintiff, the background to the incorporation of Defendant
No. 1 is also material to the present controversy since owing to certain legal
complications involving the Plaintiff’s parent company in the United States
in 2017, one of large customers of the Plaintiff was reluctant to contract
directly with the Plaintiff and, therefore, Defendant No. 2, along with one
Mr. Bernd Appleby, the majority shareholder, proposed the incorporation of
a separate entity for the limited purpose of approaching the said large
customer and other companies who were unwilling to deal directly with the
Plaintiff. Accordingly, the majority shareholders of the Plaintiff consented
for the incorporation of Defendant No. 1 on 28.01.2020, with Defendant
Nos. 2 and 3 as its directors.
7. It is the Plaintiff’s case that the said arrangement was exploited by
Defendant Nos. 2 and 3 to divert not merely restricted accounts, but all other
clients and business opportunities of the Plaintiff to Defendant No. 1. It is
alleged by the Plaintiff that while clients were serviced using the Plaintiff’s
manpower, expensive hardware, parts, and infrastructure, payments were
routed to the bank accounts of Defendant No. 1. Through this mechanism,
the Defendants are alleged to have siphoned off service contracts exceeding
₹ 3.70 crores, involving at least 115 client contracts.
8. It is further alleged by the Plaintiff that the Defendants have copied
the Plaintiff’s software, its appearance, overall logic, source code, and
associated materials to service diverted clients and that the Collaboration
Agreement dated 28.01.2020 (“Collaboration Agreement”), is also
allegedly a fabricated document executed without the knowledge or consent
of the third director or the shareholders of the Plaintiff in an attempt to
conceal these allegedly illegal activities.
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
9. It is the Plaintiff’s case that upon the allegedly deceitful conduct of
the Defendants coming to light in March 2021, Defendant Nos. 2, 3 and
certain other Defendants were terminated or resigned from the Plaintiff and,
thereafter, joined Defendant No. 1. It is alleged by the Plaintiff that
Defendant No. 2, being an authorised signatory to the Plaintiff’s bank
accounts, froze the Plaintiff’s bank accounts, thereby preventing the Plaintiff
from disbursing payments to its suppliers and employees and coercing the
Plaintiff into executing an Exit Agreement dated 30.04.2021 (“Exit
Agreement”), which was presented as a precondition for unfreezing the
bank accounts and as a means for Defendant No. 2 to absolve himself and
others of their liabilities. Owing to the urgent financial crisis created by the
said actions, the Plaintiff was compelled to execute the Exit Agreement
under coercion and duress.
10. It is the Plaintiff’s case that perusal of document created by Defendant
No. 1’s titled ‘TPMGuru Ticketing System and Call Management’ allegedly
demonstrates copying of the Plaintiff’s software, references to service
records and system location parameters that could only have originated from
the Plaintiff’s database. It is the Plaintiff’s case that such acts constitute
infringement of the Plaintiff’s copyright and misappropriation of the
Plaintiff’s software.
11. It is under these circumstances that the Plaintiff has instituted the
present Suit for permanent injunction restraining the Defendants from
infringing the Plaintiff’s copyright, for damages and rendition of accounts.
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
SUBMISSIONS ON BEHALF OF THE DEFENDANTS:
12. The learned Counsel for the Defendants made the following
submissions:
12.1. The Collaboration Agreement was executed between the Plaintiff
and Defendant No. 1. Clause 7 of the Collaboration Agreement
provides that all disputes arising in relation to the Collaboration
Agreement are amenable to adjudication through arbitration.
Clause 7 of the Collaboration Agreement provides as under:
“7. Dispute Resolution
7.1 If a dispute in relation to this agreement is not resolved
through discussions within thirty (30) business days then such
dispute shall be referred at the request in writing of any party
to the dispute to binding arbitration by sole arbitrator in
accordance with the arbitration and conciliation act 1996.
The sole arbitrator shall be appointed by the parties mutually.
All arbitration proceedings shall be conducted in English
language and the place and seat of arbitration shall be Noida,
Uttar Pradesh, India. Judgment upon any arbitral award
rendered hereunder may entered in any court having
jurisdiction, or application may be made to such court for a
judicial acceptance of the award and an order of enforcement,
as the case may be.
7.2 The costs and expenses of the arbitration, including,
without limitation, the fees of the arbitration, shall be borne
equally by the parties to the dispute or claim and each party
shall pay its own fees, disbursements and other charges of its
counsel, except as may be determined by the arbitrator. The
arbitrator would have the power to award interest on any sum
awarded pursuant to the arbitration proceedings and such
sum would carry interest, if awarded, until the actual payment
of such amounts.
7.3 Subject to applicable laws, any award made by the
arbitrator shall be final and binding.
7.4 Subject to arbitration provision above, the courts at
Noida, Uttar Pradesh, India shall have the exclusive
jurisdiction for matters relating to this agreement”.
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
12.2. Clause 2.7 of the Collaboration Agreement also enabled both
contracting parties to access / use resources and infrastructure of
the other party without payment of any compensation.
12.3. The Plaintiff has approached this Court with unclean hands as it
has suppressed the material facts pertaining to the Exit Agreement
by and between (i) Plaintiff (ii) Plaintiff’s Director, Ms. Christine
Florence Appleby (DIN: 08425036) in the capacity of authorized
representative of both the Plaintiff and Terix International Pte.
Ltd., Singapore i.e., the holding company of the Plaintiff, which
was ultimately controlled by Mr. Bernd Dudley Appleby, who is
husband of Ms. Christine Florence Appleby, (iii) Mr. Bernd
Dudley Appleby as a confirming party, (iv) Mr. James Olding as a
confirming party, (v) Defendant Nos. 2 and 3 i.e., the directors of
the Plaintiff at that time, and (vi) Defendant No. 9.
12.4. The Plaintiff is attempting to agitate some issues, which were
subject matter of the Exit Agreement in this Suit, however, all the
concerned parties thereto had mutually agreed that in the event of
any dispute in connection thereof would be referred to arbitration
in terms of Clause 9 of the Exit Agreement. Clause 9 of the Exit
Agreement provides as under:
“9. Arbitration
9.1 The Parties mutually agree that in the event of any
dispute, howsoever, arising in connection with the
interpretation or implementation of this Agreement then the
dispute shall be referred to Indian Council of Arbitration for
the appointment of the Sole Arbitrator to carry out arbitration
proceedings as per the Indian Arbitration and Conciliation
Act, 1996 as amended up to date. The contact details of
Indian Council of Arbitration are mentioned below:
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
Address : Room 112, Federation House, Tansen
Marg, New Delhi - 110001
Phone No. : (011) 23350087, 23319849,
23719103, 23319760, 23738760-70
E-mail : [email protected]
9.2 The Parties agree that the Seat of the Arbitrator shall be
New Delhi and the arbitration proceedings shall be conducted
in English language.
9.3 The parties agree to bear the cost of arbitration
proceeding equally.”
12.5. The Plaintiff had also executed the Exit Agreement with the
Registrar of Companies (“Form MGT-14”), NCT of Delhi and
Haryana, Ministry of Corporate Affairs in terms of section
117(3)(h) of the Companies Act, 2013. The Form MGT-14 was
digitally signed by the Plaintiff’s Director, Ms. Christine Florence
Appleby on behalf of the Plaintiff and was certified by a practicing
Company Secretary, one Ms. Sonika Bharti having FCS No. 7335
and COP No. 8011.
12.6. Under Section 8 of the Act, this Court may refer the Parties to
arbitration in terms of their arbitration agreements. The limited
scope of judicial scrutiny at the stage of Section 8 of the Act
extends only to the determination of the following aspects:
a) the existence of a valid arbitration agreement between the
parties;
b) whether one of the parties to such agreement has initiated an
action before the court against the other;
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
c) whether the subject matter of such action is the same as that
of the arbitration agreement; and
d) whether the application for reference to arbitration has been
made before submission of the first statement on the
substance of the dispute.
Upon fulfilment of these conditions, the judicial authority is
statutorily mandated to refer the parties to arbitration, thereby
upholding the legislative policy of minimal judicial interference as
envisaged under Section 5 of the Act.
12.7. Reliance was placed on Eros International Media Ltd. v. Telemax
Links India Ltd. & Ors., 2016 SCC OnLine Bom 2179 wherein
the Bombay High Court rejected the submission made by the
plaintiff therein that all the arbitration clauses pertaining to
copyright matters must be treated as entirely null, void and otiose.
12.8. The present Application is being filed at first instance. Therefore,
this Court may allow the Application and dismiss the Suit being
barred under Section 5 read with Section 8 of the Act and appoint
a Sole Arbitrator for adjudication of the disputes that have arisen
between the Parties.
SUBMISSIONS ON BEHALF OF THE PLAINTIFF:
13. The learned Counsel for the Plaintiff made the following submissions:
13.1. The Application is misconceived and liable to be dismissed at the
threshold. The Defendants seek reference of the Suit to arbitration
relying upon (a) Clause 7 of a Collaboration Agreement, and (b)
Clause 9 of the Exit Agreement. Neither of these clauses is
attracted on account of the sphere and subject matter of the Suit.
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
13.2. The Plaintiff’s cause of action arises from independent acts of
copyright infringement, data theft, and diversion of business
committed by the Defendants after cessation of all alleged
contractual relationships. The Suit is founded on statutory rights
under the Copyright Act, 1957 (“Copyright Act“) and not on any
contractual covenant.
13.3. Section 8 of the Act mandates reference to arbitration only when:
i. there exists a valid and subsisting arbitration agreement
between the parties, and
ii. the subject-matter of the action is one which is the subject of
that agreement.
However, both the above conditions fail in the present case. In
addition, the Defendants have further failed to place on record the
original agreements as mandated by Section 8 of the Act.
13.4. The Suit asserts rights conferred by the statute namely, the
exclusive right to reproduce, use, and exploit the proprietary
software systems namely ‘Ticketmaster’, ‘Apollo’, ‘Parser’ under
Sections 14 and 55 of the Copyright Act to the exclusion of others.
The infringement of such rights is governed by the statute and not
by any private agreement.
13.5. Reliance was placed on Booz Allen & Hamilton Inc. v. SBI Home
Finance Ltd., (2011) 5 SCC 532, to submit that the copyright
infringement claims being actions in rem are non-arbitrable, and
are matters reserved for the exclusive jurisdiction of civil courts
and Supreme Court in Booz Allen (supra) drew a fundamental
distinction between rights in rem and in personam, holding that
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
actions enforcing rights in rem are non-arbitrable. Reliance was
further placed on Mundipharma AG v. Wockhardt Ldd., (1990)
SCC Online Del 269, wherein the Delhi High Court observed as
under:
“If reference is made to Chapter XII of the Copyright Act,
1957 relating to civil remedies in case of infringement of
copyright, every suit or other civil proceedings arising under
that Chapter in respect of Infringement of copyright in any
work or the infringement of any other right conferred by that
Act have to be instituted in the district court having
jurisdiction. This would mean that in case where copyright in
any work is infringed the remedies by way of injunction
damages, account and otherwise as are or may be conferred
by law for the infringement of such a right, cannot be subject-
matter of arbitration.”
13.6. The Copyright Act manifests legislative intent for adjudication by
public fora, wherein Section 55 of the Copyright Act provides
statutory remedies for infringement, Section 62(1) of the
Copyright Act confers jurisdiction exclusively upon the District
Court having jurisdiction. This statutory conferment of jurisdiction
cannot be ousted by private agreement.
13.7. Reliance was placed on Vidya Drolia v. Durga Trading
Corporation, (2021) 2 SCC 1 to submit that the disputes are non-
arbitrable:
i. when the cause of action and subject matter of the dispute
relates to actions in rem, that do not pertain to subordinate
rights in personam that arise from rights in rem;
ii. when the cause of action and subject matter of the dispute
affects third party rights; have erga omnes effect; require
centralised adjudication;
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
iii. when the cause of action and subject matter of the dispute
relates to inalienable sovereign and public interest functions
of the State; and
iv. when the subject-matter of the dispute is expressly or by
necessary implication non-arbitrable as per mandatory
statute(s).
13.8. The contesting Defendants, in Paragraph No. 3 of their reply to I.
A. No. 18561 of 2025, have specifically denied the Plaintiff’s
copyright in the software in question, and in Paragraph No. 8 have
asserted copyright ownership in themselves. The scope of the lis,
therefore, squarely involves an adjudication of, and declaration
upon, the subsistence and existence of copyright, a right in rem,
enforceable erga omnes. The outcome of such adjudication
necessarily affects the legal status of the software in question and
the rights of the Parties vis-a-vis all third parties, not merely inter
se between the litigants. Determination of such rights lies within
the exclusive domain of civil courts under the Copyright Act and,
by settled law, is non-arbitrable.
13.9. Accordingly, even assuming and without admitting that an
arbitration clause existed and survived, the subject matter of this
suit is non-arbitrable, and Section 8 of the Act cannot apply.
13.10. The alleged Collaboration Agreement was executed by Mr.
Deepak Joshi i.e., Defendant No. 2, then a director of the Plaintiff,
without any Board Resolution, or any other document; authorising
him to enter into such contract on behalf of the Plaintiff. Under
Section 21 read with Section 179 of the Companies Act, 2013,Signature Not Verified CS(COMM) 783/2025 Page 11 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
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only the Board of Directors is competent to authorize the execution
of contracts in the company’s name. Reliance was placed on M/s.
Nibro Ltd. v. National Insurance Co. Ltd., AIR 1991 Del 25 to
submit that a company acts through its Board of Directors and an
individual director has no authority to act on behalf of the
company unless so authorised by the Board of Directors.
13.11. Further, as Defendant No. 2 was also the de facto promoter and
controlling mind of Defendant No. 1 i.e., the counterparty to the
same agreement, the transaction constitutes self-dealing and
conflict of interest.
13.12. The alleged Collaboration Agreement was, assuming the best case
of the contesting Defendants, a temporary operational arrangement
between the Parties when the same individuals managed both
entities, therefore, the subsequent Exit Agreement, executed by
those very individuals, formalised their separation and the same
would have terminated all of the alleged collaborative
relationships.
13.13. Upon execution of the Exit Agreement and cessation of joint
operations, the alleged Collaboration Agreement became
‘impossible of further performance’ and stood discharged by
novation under Section 62 of the Indian Contract Act, 1872.
13.14. Clause 7 of the Collaboration Agreement provides for arbitration
of disputes ‘in relation to this agreement.’ The present dispute
concerning unauthorised copying and use of proprietary software
even otherwise, does not arise in relation to the Collaboration
Agreement, but from independent statutory violations committed
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
after the alleged collaboration ended. Consequently, the alleged
Collaboration Agreement neither subsists nor governs the present
dispute, and that its arbitration clause is inoperative, and Section 8
of the Act has no application to the facts of the present case.
13.15. The Exit Agreement merely formalised the resignation and
separation of some of the Defendants from the Plaintiff. All
obligations under the Exit Agreement including resignation of
directors, transfer of control, hand-over of accounts, and payment
of dues were completed immediately upon execution. The Exit
Agreement has been fully performed and stands satisfied and
exhausted. No continuing obligation or dispute concerning the Exit
Agreement’s implementation exists.
13.16. Clause 9 of the Exit Agreement provides for arbitration of disputes
‘in connection with the interpretation or implementation of this
Agreement.’ The Suit does not concern interpretation or
implementation of any terms of the Exit Agreement. Therefore, the
lis between the Parties is not concerned with the Exit Agreement in
any manner. The Exit Agreement, having been fully satisfied, is
non est for the purpose of Section 8 of the Act, and that its
arbitration clause cannot be revived to oust this Court’s
jurisdiction.
13.17. Section 8 of the Act can be invoked only where the parties to the
suit are also parties to the arbitration agreement. The contesting
Defendants seek to invoke two distinct arbitration clauses, one in
the alleged Collaboration Agreement between the Plaintiff, and
Defendant No. 1, and another in the Exit Agreement between the
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
Plaintiff, and Defendant Nos. 2, 3 and 9. Also, not all the
Defendants are parties to either agreement. Several other
Defendants are not signatories to any arbitration agreement
whatsoever. Reliance was placed on Sukanya Holdings Pvt. Ltd,
v. Jayesh H. Pandya, (2003) 5 SCC 531 wherein it was observed
that:
“15. The relevant language used in Section 8 is “in a matter
which is the subject of an arbitration agreement”. The court
is required to refer the parties to arbitration. Therefore, the
suit should be in respect of “a matter” which the parties have
agreed to refer and which comes within the ambit of
arbitration agreement. Where, however, a suit is commenced –
“as to a matter” which lies outside the arbitration agreement
and is also between some of the parties who are not parties to
the arbitration agreement, there is no question of application
of Section 8. The words “a matter” indicate that the entire
subject-matter of the suit should be subject to arbitration
agreement.
16. The next question which requires consideration is – even
if there is no provision for partly referring the dispute to
arbitration, whether such a course is possible under Section 8
of the Act. In our view, it would be difficult to give an
interpretation to Section 8 under which bifurcation of the
cause of action, that is to say, the subject-matter of the suit or
in some cases bifurcation of the suit between parties who are
parties to the arbitration agreement and others is possible.
This would be laying down a totally new procedure not
contemplated under the Act. If bifurcation of the subject
matter of a suit was contemplated, the legislature would have
used appropriate language to permit such a course. Since
there is no such indication in the language, it follows that
bifurcation of the subject-matter of an action brought before a
judicial authority is not allowed.”
The Suit involves both signatory and non-signatory Defendants,
and a single composite cause of action arising out of intertwined
acts of infringement, diversion, and misuse. The reliefs sought are
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SHARMA
Signing Date:28.02.2026
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joint and several; the claims cannot be split or partly referred to
arbitration.
13.18. Reliance was further placed on Ameet Lalchand Shah v. Rishabh
Enterprises, (2018) 15 SCC 678 to submit that non-signatories can
be bound to arbitration only when a single composite transaction is
shown to exist with mutual intent to arbitrate and that no such case
is made out here. The Collaboration Agreement and Exit
Agreement are separate in time, subject-matter, and parties and
that there being no common arbitration agreement encompassing
all the Defendants, Section 8 of the Act cannot be invoked in the
present case. The statute does not permit a court to carve out some
defendants or causes of action for arbitration while retaining
others.
13.19. Reliance was placed on a decision of the Bombay High Court in
The Indian Performing Right Society Ltd. v. Entertainment
Network (India) Ltd., Arbitration Petition No.341/2012 order
dated 31.08.2016 wherein the Bombay High Court in view of the
facts therein set aside the award passed by the arbitrator therein
pertaining to the issue of copyright made by the claimant declaring
that the claimant therein was not required to obtain a licence from
respondent therein, on the ground of want of jurisdiction of the
arbitrator therein and dispute therein being not arbitrable.
13.20. Neither the Collaboration Agreement nor the Exit Agreement
provides a basis for reference. The Collaboration Agreement was
executed without authority, tainted by conflict of interest, and
stood discharged upon execution of the Exit Agreement. The Exit
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
Agreement has been fully satisfied and bears no nexus to the
subject-matter of the present Suit. There is, therefore, no subsisting
arbitration agreement governing the present dispute and that the
dispute is not arbitrable in law.
13.21. Therefore, the present Application under Section 8 of the Act is
liable to be dismissed.
ANALYSIS AND FINDINGS:
14. The issue that arises for consideration is whether the dispute forming
the subject matter of the Suit is liable to be referred to arbitration under
Section 8 of the Act, on the basis of the Collaboration Agreement and / or
the Exit Agreement.
15. Before adverting to the facts of the case, it is necessary to first set out
the law governing an application under Section 8 of the Act. Section 8 of the
Act mandates judicial authorities to refer parties to arbitration when prima
facie there is a valid arbitration agreement.
16. The Supreme Court in Vidya Drolia (supra) has observed that the
Court exercising jurisdiction under Section 8 or under Section 11 of the Act
is not to enter into the merits of the case between the parties. It is only to
examine whether the dispute is prima facie arbitrable under a valid
arbitration agreement and that this prima facie examination is intended to
weed out manifestly and ex facie non-existent or invalid arbitration
agreements or non-arbitrable disputes, thereby cutting the deadwood and
trimming off the side branches, in cases where the litigation cannot be
permitted to proceed. The proceedings under Section 8 of the Act are
preliminary and summary in nature and should not result in a mini-trial and
that unless there is a clear case of non-existence of a valid arbitration
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SHARMA
Signing Date:28.02.2026
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agreement, or of the dispute being ex facie non-arbitrable the court should
leave these aspects to be decided by a competently constituted arbitral
tribunal. The Supreme Court in Vidya Drolia (supra) has also held that
relegation to arbitration should be regarded as a rule, and resolution by the
civil court, where a valid arbitration agreement exists and is sought to be
invoked by one of the parties, as an exception. In the supplementing opinion
in Vidya Drolia (supra), it is observed as under:
“244.1. Sections 8 and 11 of the Act have the same ambit with
respect to judicial interference.
244.2. Usually, subject-matter arbitrability cannot be decided at the
stage of Section 8 or 11 of the Act, unless it is a clear case of
deadwood.
244.3. The court, under Sections 8 and 11, has to refer a matter to
arbitration or to appoint an arbitrator, as the case may be, unless a
party has established a prima facie (summary findings) case of non-
existence of valid arbitration agreement, by summarily portraying a
strong case that he is entitled to such a finding.
244.4. The court should refer a matter if the validity of the
arbitration agreement cannot be determined on a prima facie basis,
as laid down above i.e. “when in doubt, do refer”.
244.5. The scope of the court to examine the prima facie validity of
an arbitration agreement includes only:
244.5.1. Whether the arbitration agreement was in writing? or
244.5.2. Whether the arbitration agreement was contained in
exchange of letters, telecommunication, etc.?
244.5.3. Whether the core contractual ingredients qua the
arbitration agreement were fulfilled?
244.5.4. On rare occasions, whether the subject-matter of
dispute is arbitrable?”
17. The Supreme Court in Interplay Between Arbitration Agreements
under Arbitration Act, 1996 & Stamp Act, 1899, In re, (2024) 6 SCC 1
observed that:
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SHARMA
Signing Date:28.02.2026
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“166. The burden of proving the existence of arbitration agreement
generally lies on the party seeking to rely on such agreement. In
jurisdictions such as India, which accept the doctrine of
competence-competence, only prima facie proof of the existence of
an arbitration agreement must be adduced before the Referral
Court. The Referral Court is not the appropriate forum to conduct a
mini-trial by allowing the parties to adduce the evidence in regard
to the existence or validity of an arbitration agreement. The
determination of the existence and validity of an arbitration
agreement on the basis of evidence ought to be left to the Arbitral
Tribunal. This position of law can also be gauged from the plain
language of the statute.”
18. For examining the nature of the dispute in the present Suit, the
relevant paragraphs of the Plaint are reproduced as under:
“1. This is a case of calculated betrayal. Two trusted directors of
TERiX Computer Service India Pvt. Ltd. (Plaintiff), Deepak
Chandra Joshi (Defendant No. 2) and Jyoti Joshi (Defendant No. 3),
along with a group of handpicked conspirators (Defendant No. 4 to
l0), including the Plaintiffs own employees, hijacked the renewal of
over a hundred service contracts valued at more than t3.7 crores to
a shadow company-TPM Guru Pvt. Ltd. (Defendant No. I )-which
they secretly controlled. Under the guise of rebranding and
collaboration, they systematically gutted the Plaintiff from within.
They instructed Plaintiffs own people to service the hijacked
contracts, including its call center, and used Plaintiff’s own parts
and suppliers. They copied and stole Plaintiff’s proprietary Contract
Management and Service Management software and used as their
own. They deleted incriminating records, falsified communications
and once exposed and terminated, stormed Plaintiffs office and
seized control of its electronic infrastructure. They then froze
Plaintiff’s bank accounts, fired employees and claimed they were the
rightful managers of Plaintiff. It is one of the most brazen corporate
hijackings imaginable. The story that follows is not just of theft-it is
a story of greed, deception, coercion, and abuse of trust at the
highest levels.
xxx xxx xxx
8. It is pertinent to state that the third director of the Plaintiff
Company, Ms. Christine Florence Appleby, is based in the United
States and, being a permanent resident there, served only in a non-
executive capacity. She was neither involved in nor responsible for
Signature Not Verified CS(COMM) 783/2025 Page 18 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
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the day-to-day affairs of the Plaintiff Company. Taking advantage of
her limited involvement, Defendant Nos. 2 and 3 assumed complete
control over the functioning of the Plaintiff Company and kept Ms.
Appleby entirely uninformed regarding its operations and affairs.
xxx xxx xxx
18. That it is pertinent to mention that, due to certain legal
complications involving the Plaintiff’s parent company in the United
States in 2017, a major corporation, HP, was hesitant to engage
directly with the Plaintiff. This reluctance arose primarily from the
fact that one of the directors of the parent company had been
sentenced to a 24-month term following an adverse ruling in a
copyright dispute.
19. In light of this situation, Defendant No. 2, along with one Mr.
Bernd Appleby, the majority shareholder, proposed the
incorporation of a separate entity–essentially an alter ego
corporation–for the limited purpose of approaching HP and
perhaps other companies that were unwilling to deal directly with
the Plaintiff but still wanted to take advantage of the Plaintiff’s pan
India multi-vendor service capabilities. Trusting the representations
made, the majority shareholders of the Plaintiff agreed to this
proposal. Consequently, Defendant No. 1 Company was
incorporated on 28th January 2020, with Defendant No. 2 and
Defendant No. 3 as its directors. Unbeknownst to the shareholders
of the Plaintiff Company, this played straight into the conspiracy
already hatched by Defendant No. 2 and 3 and possibly other
defendants as well. Defendants Nos. 2 and 3, taking undue
advantage of the situation, began diverting not just restricted
accounts but all other clients and business opportunities of the
Plaintiff to Defendant No. 1 without any authority or consent. These
actions were carried out unlawfully and in breach of their fiduciary
duties. Subsequently, when the Plaintiff began to observe a sharp
and unexplained decline in contract renewal business, the majority
shareholder, Mr. Bernd Appleby, specifically enquired from
Defendant No. 2 whether renewals or new business were being
routed through Defendant No. 1. Defendant No. 2 denied any such
activity and concealed the fact that the entirety of the renewal
business had, in fact, been illegally diverted to Defendant No. 1–a
company in which neither the Plaintiff nor shareholders Mr. Bernd
Appleby and Jim Olding had any stake or means of oversight.”
Signature Not Verified CS(COMM) 783/2025 Page 19 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
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19. The relevant clauses of the Collaboration Agreement are reproduced
as under:
“This collaboration agreement is entered into at Noida on this 28th
Day of January, 2020 (“Effective Date”) by and amongst: –
1. TERIX COMPUTER SERVICE INDIA PRIVATE LIMITED (CIN
U74999DL2010PTC201092), having its business office at A-22,
First Floor, Sector 3, Noida, Uttar Pradesh – 201301 (hereinafter
referred to as the “TCSIPL which expression shall unless it be
repugnant to the context or meaning thereof, be deemed to mean and
include its administrators, successors and permitted assigns); AND
2. TPM GURU PRIVATE LIMITED (CIN U74999D2020PT360941,
having its registered office at D 112, Panchsheel Enclave, New Delhi
– 110017 (hereinafter referred to as the “GPL”, which expression
shall unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its administrators, successors and
permitted assigns).
TCSIPL and TGPL shall, hereinafter, be referred to collectively as
“Parties” and individually as a “Party”
WHEREAS:
A. TCSIPL and TGPL are engaged in similar business activities.
B. Certain existing clients and customers of TCSIPL have expressed
reservations in continuing/ renewing/ extending association with
TSIPL on account of certain litigations and other controversies
involving paren: and other group entities of TCSIPL. In order to
assist its clients and to maintain good relationship with its clients,
TCSIPL approached TPL and requested TPL to onboard some of its
clients to ensure continuity of service to its clients.
C. The Parties acknowledge and understand that certain existing
and potential clients and customers of each of the Party might be
better served by the other Party.
D. Based upon the intent and desire expressed by the promoters of
each of the Parties, the Parties agree to collaborate and assist each
other in business development, customer acquisition and also
synergise the use of infrastructure and resources of the Parties for
mutual benefit, subject to and in accordance with the provisions of
this Agreement.
xxx xxx xxx
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
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2. PURPOSE AND MANNER OF COLLABORATION
2.1 TGPL agrees and undertakes to onboard and handhold all the
clients/ customers referred to otherwise suggested by TCSIPL and
provide them with quality services as agreed between TPL and such
customer.
2.2 TSIPL agrees and undertakes to onboard and handhold all the
clients/ customers referred to otherwise suggested by TGPL and
provide them with quality services as agreed between TSIPL and
such customer.
2.3 In order to facilitate smooth communication with the existing
and potential clients and customers, each Party shall provide select
employees and other resources of the other Party with temporary
email id and access to and on its email domain. It is hereby clarified
that access and use of other Party’s email and domain by
employee/representative of a Party shall not make person employee
of such other Party.
2.4 Each Party agrees to allow other Party to use its resources and
services capabilities, including data center resolution center, call
center etc., in a limited manner to provide services to clients and
customers.
2.5 Each Party shall have the right to access and use the other
Parties name, trade-name, logo etc., for the purposes of this
Agreement.
2.6 The Parties shall be free to publicize the arrangement between
the Parties pursuant to this Agreement so as to fulfill object of this
Agreement.
2.7 The Parties agree that the arrangement detailed in this
Agreement is for mutual benefit of each Party and that no Party
shall be required to compensate the other Party for (i) any access
and use of resources and infrastructure of the other Party; or (ii)
any benefit that may accrue or arise to it pursuant to this
Agreement.
2.8 Each Party shall continue to own rights over and in relation to
all Intellectual Property owned by such Party a on the Effective
Date and all Intellectual Property and rights therein originated,
conceived, written, made or discovered by such Party pursuant to
this Agreement.
xxx xxx xxx
Signature Not Verified CS(COMM) 783/2025 Page 21 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
5. TERM AND TERMINATION
5.1 The Parties may terminate this Agreement at any time during the
term of this Agreement by mutual agreement in writing.
5.2 Each Party shall have right to terminate this Agreement at any
time by providing a prior written notice of 30 (thirty) days to the
other Party.
5.3 The termination of this Agreement or the purported termination
of this Agreement shall be without prejudice to any claim or rights of
action previously accrued to any Party hereto against the other
Party.
5.4 Termination of this Agreement for whatsoever reasons will be
without prejudice to the right of either Party against each other than
accruing or accrued in respect of the event giving rise to such
termination or otherwise under this Agreement.
5.5 The provisions of Clause 4 (Confidentiality), Clause 5 (Term and
Termination), Clause 6 (Notices) and Clause 7 (Dispute Resolution)
shall survive the termination of this Agreement pursuant to this
Clause.”
20. From a bare perusal of the extracts of the Plaint and Collaboration
Agreement as reproduced above, prima facie the dispute raised in the
present Suit is rooted in, and revolves around, the commercial understanding
governing the relationship between the Parties. The incorporation of
Defendant No. 1, the manner in which clients were to be serviced, the
sharing and use of manpower, infrastructure, systems and software, as well
as the scope and limits of such access, were all contemplated within the
framework of the Collaboration Agreement. Whereas the Exit Agreement
addressed the cessation of this relationship and the consequences flowing
therefrom. Although the Plaintiff has framed the Suit as one alleging
copyright infringement and diversion of business, the substance of the
grievance is that the Defendants acted beyond, or contrary to the
permissions and arrangements flowing from the contractual understanding
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
between the Parties. The dispute in the present Suit, therefore, is not
independent of the contractual framework, but arises in connection with the
rights and obligations created thereunder, matters which the Parties have
agreed to resolve through arbitration.
21. The learned counsel for the Plaintiff contented that the dispute in the
present Suit, being founded on alleged infringement of copyright and
misappropriation of the software namely ‘Ticketmaster’, ‘Apollo’ and
‘Parser’ partakes the character of a determination of intellectual property
rights operating in rem and is therefore not amenable to resolution by
arbitration. Reliance has been placed, in this context, on the decisions of the
Supreme Court in Booz Allen (supra), to submit that disputes involving
intellectual property rights stand excluded from the arbitral domain by their
very nature.
22. The decision in Booz Allen (supra) stands comprehensively analysed
in Vidya Drolia (supra), which clarifies that disputes excluded from
arbitration are those relating to the grant, registration or existence of
intellectual property rights, which involve exercise of sovereign functions
and have erga omnes effect. In the present case, the Plaintiff is not seeking a
declaration of copyright ownership and the relief claimed in the Plaint is
directed against the Defendants, as is evident from the Prayers in the Suit,
which are reproduced as under:
“a) a decree of perpetual injunction restraining the Defendants, its/
their promoters, shareholder, heirs, assigns, representatives,
directors, employees, associates, servants, agents, and all
others acting on their behalf, from directly or indirectly
copying, reproducing, storing, installing and or using the
pirated/unlicensed Software programs of Plaintiff in any
manner that may amount to infringement of the Plaintiff’sSignature Not Verified CS(COMM) 783/2025 Page 23 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
copyright subsisting in its Software programs and Software
related documentation;
b) an order of delivery-up the Plaintiff, of all the unlicensed
copies of the Plaintiff’s Software and/or articles/software, the
duplicating equipment used in the copying of the Plaintiff’s
Software including computers, laptops, stampers, hard disks,
diskettes, packaging and advertising material, lables,
stationery articles and all other infringing material under
Section 58 of the Copyright Act, 1957;
c) an order for rendition of accounts of profits illegally earned by
the Defendants by reason of infringement of the Plaintiff’s
copyrights, including conversion damages which are presently
indeterminate and towards salaries, bonuses, leave
encashments etc. received from the Plaintiff while working for
Defendant No. 1 and pass a decree bepassed against the
Defendants in the sum of the amount so ascertained;
d) an order for damages of Rs. Rs 12,29,80,880/- (Rupees Twelve
Crore Twenty Nine Lakh Eighty Thousand eight Hundred
Eighty Only) to be paid by the Defendants in total on account
of infringement of the Plaintiff’s copyright and also loss of
sales and reputation.”
23. The objection raised by the Plaintiff on the ground of arbitrability of
the dispute in the Suit is plainly arguable and necessitate a detailed
evaluation of the Collaboration Agreement, the covenants therein, their
operation, and the Parties’ rights and obligations, an exercise which would
be impermissible within the limited scope of prima facie scrutiny under
Section 8 of the Act.
24. It is settled law that an arbitral tribunal has jurisdiction to determine
and decide all questions of non-arbitrability and unless the dispute is
manifestly and / or ex facie non-arbitrable, the rule is to refer the dispute to
arbitration. On perusal of the Plaint and the Collaboration Agreement, the
dispute, as has emerged in the present case, cannot be said to be ex facie
non-arbitrable. In such circumstances, and consistent with the settled
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
principle that relegation to arbitration is the rule and retention of the lis by
the civil court an exception, the Parties ought to be referred to arbitration,
leaving all questions on merits expressly open to be decided by the arbitral
tribunal in accordance with law.
25. As regards the reliance placed on Ameet Lalchand Shah (supra), to
submit that Collaboration Agreement and Exit Agreement are separate in
time, subject-matter, and parties and that there being no common arbitration
agreement encompassing all the Defendants, Section 8 of the Act cannot be
invoked in a mixed-party, mixed-cause of action cannot be accepted. The
disputes raised in the present case arise from the rights and obligations
created under the Collaboration Agreement. The Exit Agreement merely
records the termination of the relationship between the parties and cannot
form the basis of the present reference.
26. The objection that a non-signatory cannot be bound by the arbitration
agreement also does not merit acceptance. The Supreme Court in Cox &
Kings Ltd. v. SAP India (P) Ltd., (2024) 4 SCC 1 observed that:
“96. An arbitration agreement encapsulates the commercial
understanding of business entities as regards to the mode and manner
of settlement of disputes that may arise between them in respect of
their legal relationship. In most situations, the language of the
contract is only suggestive of the intention of the signatories to such
contract and not the non-signatories. However, there may arise
situations where a person or entity may not sign an arbitration
agreement, yet give the appearance of being a veritable party to such
arbitration agreement due to their legal relationship with the
signatory parties and involvement in the performance of the
underlying contract. Especially in cases involving complex
transactions involving multiple parties and contracts, a non-signatory
may be substantially involved in the negotiation or performance of the
contractual obligations without formally consenting to be bound by
the ensuing burdens, including arbitration.
xxx xxx xxx
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
123. The participation of the non-signatory in the performance of the
underlying contract is the most important factor to be considered by
the Courts and tribunals. The conduct of the nonsignatory parties is
an indicator of the intention of the nonsignatory to be bound by the
arbitration agreement. The intention of the parties to be bound by an
arbitration agreement can be gauged from the circumstances that
surround the participation of the non-signatory party in the
negotiation, performance, and termination of the underlying contract
containing such agreement. The UNIDROIT Principle of International
Commercial Contract, 2016 [UNIDROIT Principles of International
Commercial Contracts, 2016, Article 4.3.] provides that the subjective
intention of the parties could be ascertained by having regard to the
following circumstances: (a) preliminary negotiations between the
parties; (b) practices which the parties have established between
themselves; (c) the conduct of the parties subsequent to the conclusion
of the contract; (d) the nature and purpose of the contract; (e) the
meaning commonly given to terms and expressions in the trade
concerned; and (f) usages.
xxx xxx xxx
127…..[T]he Courts or tribunals should closely evaluate the overall
conduct and involvement of the non-signatory party in the
performance of the contract. The nature or standard of involvement of
the non-signatory in the performance of the contract should be such
that the non-signatory has actively assumed obligations or
performance upon itself under the contract. In other words, the test is
to determine whether the non-signatory has a positive, direct, and
substantial involvement in the negotiation, performance, or
termination of the contract. Mere incidental involvement in the
negotiation or performance of the contract is not sufficient to infer the
consent of the nonsignatory to be bound by the underlying contract or
its arbitration agreement. The burden is on the party seeking joinder
of the non-signatory to the arbitration agreement to prove a conscious
and deliberate conduct of involvement of the nonsignatory based on
objective evidence.
xxx xxx xxx
132. We are of the opinion that there is a need to seek a balance
between the consensual nature of arbitration and the modern
commercial reality where a non-signatory becomes implicated in a
commercial transaction in a number of different ways. Such a balance
can be adequately achieved if the factors laid down under Discovery
Enterprises [ONGC Ltd. v. Discovery Enterprises (P) Ltd., (2022) 8
SCC 42 : (2022) 4 SCC (Civ) 80] are applied holistically. ForSignature Not Verified CS(COMM) 783/2025 Page 26 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
instance, the involvement of the non-signatory in the performance of
the underlying contract in a manner that suggests that it intended to
be bound by the contract containing the arbitration agreement is an
important aspect. Other factors such as the composite nature of
transaction and commonality of subject-matter would suggest that the
claims against the nonsignatory were strongly interlinked with the
subject-matter of the tribunal’s jurisdiction. Looking at the factors
holistically, it could be inferred that the non-signatories, by virtue of
their relationship with the signatory parties and active involvement in
the performance of commercial obligations which are intricately
linked to the subject-matter, are not actually strangers to the dispute
between the signatory parties.
xxx xxx xxx
169. In case of joinder of non-signatory parties to an arbitration
agreement, the following two scenarios will prominently emerge :
first, where a signatory party to an arbitration agreement seeks
joinder of a non-signatory party to the arbitration agreement; and
second, where a non-signatory party itself seeks invocation of an
arbitration agreement. In both the scenarios, the referral court will be
required to prima facie rule on the existence of the arbitration
agreement and whether the non-signatory is a veritable party to the
arbitration agreement. In view of the complexity of such a
determination, the referral court should leave it for the Arbitral
Tribunal to decide whether the non-signatory party is indeed a party
to the arbitration agreement on the basis of the factual evidence and
application of legal doctrine. The Tribunal can delve into the factual,
circumstantial, and legal aspects of the matter to decide whether its
jurisdiction extends to the non-signatory party. In the process, the
Tribunal should comply with the requirements of principles of natural
justice such as giving opportunity to the non-signatory to raise
objections with regard to the jurisdiction of the Arbitral Tribunal.
This interpretation also gives true effect to the doctrine of
competence-competence by leaving the issue of determination of true
parties to an arbitration agreement to be decided by the Arbitral
Tribunal under Section 16.
H. Conclusions
170. In view of the discussion above, we arrive at the following
conclusions:
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
170.1. The definition of “parties” under Section 2(1)(h) read
with Section 7 of the Arbitration Act includes both the
signatory as well as non-signatory parties;
170.2. Conduct of the non-signatory parties could be an
indicator of their consent to be bound by the arbitration
agreement;
170.3. The requirement of a written arbitration agreement
under Section 7 does not exclude the possibility of binding
non-signatory parties;”
[Emphasis supplied]
27. The determination of whether non-signatory parties can be referred to
arbitration is thus not to be based on an inquiry confined to signatures alone,
but on the nature of the relationship between the parties, the composite
nature of transaction and commonality of subject-matter and in view of the
complexity of such a determination, the referral court should leave it for the
arbitral tribunal to decide whether the non-signatory party is indeed a party
to the arbitration agreement on the basis of the factual evidence and
application of legal doctrine. Therefore, at this stage, the mere fact that some
of the Defendants are not signatory party to the Collaboration Agreement
cannot, by itself, be a ground to refuse reference to arbitration.
28. In the case of Sukanya Holdings (supra), the Supreme Court held that
where a suit is commenced ‘as to a matter’ which lies outside the arbitration
agreement and is also between some of the parties who are not parties to the
arbitration agreement, there is no question of application of section 8 of the
Act. The words ‘a matter’ indicate that the entire subject matter of the suit
should be subject to arbitration agreement and that there is no provision for
splitting the causes or parties and referring the subject matter of the suit to
arbitration. The question posed by the facts of the present case, however, is
required to be examined keeping in view the object of Section 8 of the Act.
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Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
The language of section 8 of the Act is peremptory in nature and obliges the
Court to refer the parties to arbitration once it is found that the dispute is
covered by an arbitration agreement. In the present case, the submission on
behalf of the Plaintiff that reference to arbitration would result in bifurcation
of the cause of action on the ground that not all Parties to the Suit are parties
to either the Collaboration Agreement and / or the Exit Agreement, cannot
be accepted as a matter of course. Acceptance of such a submission would
permit a party to avoid arbitration merely by combining claims or causes of
action which may not, by themselves, be subject to arbitration. This would
effectively allow the arbitration agreement to be rendered meaningless. Such
an approach would dilute the mandate of Section 8 of the Act and run
contrary to the object of the Act, which is to ensure that where parties have
agreed to arbitrate, the Court adopts a limited role and gives effect to that
arbitration agreement.
29. To reiterate, the standard of scrutiny while exercising power under
Section 8 of the Act is confined to a prima facie examination of the validity
and existence of an arbitration agreement. The expression ‘validity’ has been
comprehensively dealt with in Re: Interplay (supra) and Cox and Kings
(supra), wherein the Supreme Court held that the term ‘validity’ should be
read in the light of Section 7 of the Act and should be restricted to the
requirement of formal validity, that prima facie examination ‘should be
restricted to the requirement of formal validity such as the requirement that
the agreement be in writing’, and that the issues relating to substantive
validity fall under the purview of arbitral tribunal under Section 16 of the
Act, which is also in accordance with the doctrine of Kompetenz-Kompetenz.
In the present case, the existence of formal validity is satisfied as the
Signature Not Verified CS(COMM) 783/2025 Page 29 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
Collaboration Agreement is in writing, and the threshold of formal validity
is made out. Needless to say, any issue of substantive validity including the
objection on the ground that the Collaboration Agreement was executed by
Defendant No. 2, then a director of the Plaintiff, without any Board
Resolution, or any other document; authorising him to enter into the
Collaboration Agreement remains open and shall be decided by the arbitral
tribunal in accordance with law.
30. As regards the submission that, in Paragraph No. 3 of the reply to I.A.
No. 18561 of 2025 (“Reply”), the Defendants have denied the Plaintiff’s
copyright in the concerned software and, in Paragraph No. 8, have asserted
copyright ownership in themselves, such averments, when the Reply is read
as a whole, do not disclose any intention on the part of the contesting
Defendants to abandon the arbitration agreement or to submit to the
jurisdiction of this Court for adjudication of the dispute. The Reply relying
on the Collaboration Agreement maintains that the dispute between the
Parties is required to be resolved through arbitration. The objection raised on
this ground is, therefore, does not warrant refusal of reference to arbitration.
31. The learned Counsel for the Plaintiff has also objected to the present
Application on the ground that Section 8 of the Act is not complied with by
the Defendants, since the Defendants failed to produce the original copy of
the Collaboration Agreement and / or the Exit Agreement, thereby violating
the express requirement of Section 8(2) of the Act. However, the certified
copies of both the Exit Agreement and the Collaboration Agreement are on
record. Accordingly, the requirement of Section 8(2) of the Act is satisfied.
32. As a result, the present Application for referring the disputes arising in
the Suit to arbitration is allowed and the Parties are referred to arbitration in
Signature Not Verified CS(COMM) 783/2025 Page 30 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
terms of the Arbitration Agreement contained in the Collaboration
Agreement under Section 8 of the Arbitration and Conciliation Act, 1996.
33. Accordingly, the present Application stands disposed of.
CS(COMM) 783/2025 & I.A. No. 18561 of 2025
34. In view of the above Judgment, the Suit and I.A. No. 18561 of 2025
stand disposed of.
TEJAS KARIA, J
FEBRUARY 28, 2026
HK
Signature Not Verified CS(COMM) 783/2025 Page 31 of 31
Signed By:NEELAM
SHARMA
Signing Date:28.02.2026
17:42:20
