M/S Xperitus Insurance Brokers Private Limited vs Madhya Pradesh Warehousing And Logistics Corporation

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
1 WP-36002-2026
IN THE HIGH COURT OF MADHYA PRADESH
AT JABALPUR

BEFORE
HON'BLE SHRI JUSTICE MANINDER S. BHATTI
th
ON THE 11 OF SEPTEMBER, 2026
WRIT PETITION No. 36002 of 2026
M/S XPERITUS INSURANCE BROKERS PRIVATE LIMITED
Versus
MADHYA PRADESH WAREHOUSING AND LOGISTICS
CORPORATION AND OTHERS
Appearance:
Shri Prakash Upadhyay - Senior Counsel assisted by Shri Ayush
Bajpai and Shri Harsh Warwandkar - Advocate for the petitioner.
Shri -Praveen Dubey - Advocate for respondent No. 1.
ORDER
This petition under Article 226 of the Constitution of India has been
filed by the petitioner seeking following reliefs:-
"i. Issue a Writ of Certiorari, or any other
appropriate Writ, Order or Direction,
quashing and setting aside the impugned
/
letter dated 25.08.2026 bearing No. :

/
- 04/ 2026-27/3146.
म वेलाका वा णय
(Annexure P/1) issued by Respondent No. 1,
whereby the Contract Agreement dated
24.03.2025 has been terminated with effect
from 31.08.2026, as being arbitrary, mala
fide, without jurisdiction, in breach of
Clauses 1.4(a), 1.4(d) and 1.4()) of the said
Agreement, in breach of the principles of
natural justice, and violative of Articles 14
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
2 WP-36002-2026
and 19(1)(g) of the Constitution of India;
ii. Issue a Writ of Certiorari, or. any other
appropriate Writ, Order or Direction,
quashing and setting aside the Show Cause
Notice dated 30.07.2026 bearing No. : /

/ -04/2026-272549
म वेलाका वा णय
(Annexure P/13) issued by Respondent No. 1,
and all proceedings taken in consequence
thereof;
iii. Issue a Writ of Mandamus, or any other
appropriate Writ, Order or Direction,
directing the Respondents to restore the
Petitioner to its position as the appointed
Insurance Broker of Respondent No. 1 under
the Contract Agreement dated 24.03.2025 for
the unexpired residue of the term thereof, and
to permit the Petitioner to discharge its
obligations thereunder;
iv. Issue a Writ of Mandamus, or any other
appropriate Writ, Order or Direction,
restraining the Respondents, their officers,
servants and agents from invoking,
encashing, forfeiting or in any manner
appropriating the Performance Bank
Guarantee No. 31730GI3D1140625 dated
20.03.2025 issued by the Union Bank of
India, or from recovering any compensation,
damages or liquidated damages from the
Petitioner, pursuant to or in consequence of
the impugned letter dated 25.08.2026;
v. Award the costs of the present petition to
the Petitioner; and
vi. Pass any other or further order(s) which

Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
3 WP-36002-2026
this Hon'ble Court may deem fit, proper and
just to be passed in favour of the Petitioner
and against the Respondents in the facts and
circumstances of the present case."

2) It is contended by learned senior counsel for the petitioner that the
present petitioner was appointed as Insurance Broker Agency to provide
broking and consulting services for insurance and other requirements of
Madhya Pradesh Warehousing and Logistics Corporation (hereinafter
referred to as MPWLC) to cover all types of insurance policy. In terms of
the said assignment, the present petitioner was performing its part in
adherence to the agreement dated 24.03.2025 (Annexure P-6) executed
pursuant thereto. However, without adhering to the clauses of the agreement,
the respondents vide impugned order dated 25.08.2026 (Annexure P-19)
terminated the contract and it is intimated to the petitioner that the work
assigned to the petitioner would come to an end on 31st of August, 2026. It is
further contended that the petitioner herein was issued a show-cause on
30.07.2026 (Annexure P-16). In the said show-cause notice there were as
many as on 9 issues on which the petitioner's response was sought. The
petitioner submitted a detailed reply to the aforesaid show-cause notice.
However, without dealing with the response of the petitioner, directly the
impugned order dated 25.08. 2026 (Annexure P-19) has been passed. It is
vehemently argued that the order impugned goes contrary to Clause 1.4 of
the agreement dated 24.03.2025 (Annexure P-6). As per Clause 1.4 (d) the
said agreements, either party may terminate the agreement if the other party
breaches the terms of the agreement and fails to rectify it within 30 days of
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
4 WP-36002-2026
receiving notice of breach. As per the impugned order, notice to the

petitioner was issued on 30.07.2026. Reply thereof was submitted by the
petitioner on 05.08.2026. In the reply, it was categorically stated by the
petitioner that all pending claims were settled by the petitioner; the policy
was improved substantially; continuous service was provided to the
Corporation and several suggestions were given for improvement, and even
the previous mischief caused by the insurer was also pointed out by the
petitioner only. However, without adhering to Clause 1.4(d) of the
agreement, the impugned order has been passed. There is another clause in
the agreement i.e. 1.4(j), which requires conduct of inquiry and due
opportunity of hearing to be given to the petitioner; however, Clause 1.4(j)
has been ignored while passing the impugned order. Learned senior counsel
further contends that as per Clause 1.8 of the agreement, which provides for
"Resolution of Disputes", informal negotiation is sine qua non, and only in
the event of failure for amicable settlement upon informal negotiation, the
parties can be relegated to the arbitration. In the case in hand, no such efforts
have been made by the respondents and directly the impugned order has
been passed.
3 ) It is submitted that in the present case, the action against the
petitioner has been taken with an oblique motive, inasmuch as, now the
respondents have issued a fresh tender vide Annexure P-21 and now the
work in question is being sought to be taken directly from General Insurance
Company and while inviting tender, Clause 15 has now been incorporated
and the said Clause 15 has been drastically changed in comparison to the
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
5 WP-36002-2026
clause which was there in the previous agreement with the present petitioner;

and therefore, it is apparent that in a pre-planned manner, the action against
the petitioner has been taken just in order to extend undue favor to the
General Insurance Company of the choice of the respondent.
4) Per contra, the counsel for the respondents submits that the petition
is liable to be dismissed, inasmuch as, the petition involves disputed
questions of facts. The said facts cannot be gone into in exercise of writ
jurisdiction. There exists an alternate and efficacious remedy in Clause 1.8 of
the agreement, and therefore, the petitioner has to invoke the arbitration
clause and any interference by this Court would frustrate the very
understanding of the terms and conditions of the agreement by the parties. It
is contended that the dispute falls within the realm of the contract and
therefore, the petitioner has to agitate its grievance within the four corners of
the agreement only; and in this eventuality, if the writ petition is entertained,
the same would result in loss to the respondents, inasmuch as, the
respondents have issued tenders subsequently which has been brought on
record vide Annexure P/21 by the petitioner itself, and as per the new tender,
no services of insurance broker are being sought and the Corporation is
directly seeking proposals from qualified General Insurance Companies to
provide all types of general insurance as per requirement. Therefore, now as
per new tender, there is no middleman, and the petitioner, by way of the
present petition, cannot claim the work as a matter of right. It is the
prerogative of the respondents to ensure execution of work which is in
interest of the Corporation, and therefore, considering the initiation of fresh
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
6 WP-36002-2026
tender process, the present petition is liable to be dismissed. The Counsel for

the respondent has relied upon the decision of Division Bench in W.P. No.
4915 of 2016 (Skyline Agro Pvt. Ltd. Vs. State of M.P. & another) decided
on 05.04.2023 and also the order dated 28.04.2023 passed by this Court in
W.P. No. 4540 of 2023 (Smt. Sunita Daryani Vs. Union of India & others) .
5) No other point is argued or pressed by the counsel for the parties.
6) Heard submissions advanced on behalf of the parties and perused
the record.
7 ) On perusal of the record, it reflects that it is a case where the
validity of the impugned order dated 25.08.2026 (Annexure P-19) is being
questioned by the petitioner on various grounds including violation of the
principles of natural justice. According to the petitioner, there is non-
adherence at the behest of the respondents of the various clauses of the
agreement which has, in turn, forced the petitioner to approach this Court. As
per the contention of the counsel for the petitioner there is violation of
Clause 1.4 of the agreement, which contains provisions for opportunity of
hearing to the contractor before taking any action. The opportunity of
hearing further includes conduct of an inquiry with due participation of the
contractor and according to petitioner, such eventualities in the case in hand,
have not been taken care of and directly the impugned order has been passed.
8) To deal with the rival contention, it is first appropriate to refer to
Clause 1.4(a), (d), (e), and (j) of the agreement, which are reproduced as
under:-
"a. If the bidder/Selected Service Provider
fails to carry out the scope of work in terms
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
7 WP-36002-2026
of this document within the stipulated period
or any extension thereof, as may be allowed
by MPWLC, without any valid reasons
acceptable to MPWLC, MPWLC may
terminate the contract after giving 1 months'
notice, and the decision of MPWLC on the
matter shall be final and binding on the
bidder and the bidder agrees to not challenge
the decision of MPWLC in any court of law
or appellate tribunals or any other competent
authority. Upon termination of the contract,
MPWLC shall be at liberty to get the work
done at the risk and expense of the Successful
Bidder through any other agency, and to
recover from the Successful Bidder
compensation or damages.
d. Either party may terminate this Agreement
if the other party breaches the terms of this
Agreement and fails to rectify it within 30
days of receiving notice of breach.
e. Party with the consent of the other party
can terminate this Agreement by giving 30
days written notice.
j. Before taking final decision on the matter,
all concerned will be given reasonable
opportunities to explain their stand. After
enquiry, if the Bidder is found guilty, the
engagement of the concerned Bidder for the
services in question can be cancelled and
other appropriate legal action shall also be
initiated against all concerned. In case of any
dispute, the decision of the Managing
Director, MPWLC shall be final and

Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
8 WP-36002-2026
binding."

9 ) A perusal of the aforesaid clauses reveal that the parties reserve
their respective right to terminate the agreement in the event of breach by the
other party and failure to rectify the same within 30 days of receiving notice
of breach. The said clauses also contain provisions for reasonable
opportunity to explain the stand and also conduct of inquiry, and after
conduct of inquiry, engagement of concerned bidder for the services in
question can be cancelled and other legal action can also be taken against
him. In the cases of dispute, it is mentioned in Clause (j) that the decision of
Managing Director, MPWLC shall be final and binding.
10) Clause 1.8 of the agreement is also required to be mulled over, as
according to respondents, the petitioner has an alternate remedy to invoke
arbitration clause. Clause 1.8 is also reproduced herein.
"1.8. Resolution of Disputes
a. MPWLC and the successful bidders shall
make every effort to resolve amicably by
direct informal negotiation, any disagreement
or dispute, arising between them under or in
connection with the contract.
b. Any dispute or difference whatsoever
arising between the parties to this Contract
out of or relating to the meaning, scope,
operation or effect of this Contract or the
validity of the breach thereof, which cannot
be resolved, shall be referred to Arbitration
as per supreme court guidelines and should
be mutual Arbitration as per Arbitration and
Conciliation Act 1996. The Arbitration
proceedings will be held at Bhopal, Madhya
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
9 WP-36002-2026
Pradesh, India, and the Successful Bidder
shall unconditionally abide by this clause. c.
The Successful Bidder shall have to continue
execution of the project with due diligence
notwithstanding pendency of a dispute before
any authority or forum."

11) The aforesaid Clause 1.8 contains a procedure which ultimately
required to be followed by both the parties before invocation of the
arbitration clause. Clause 1.8(a) clearly and specifically reflects that
MPWLC and the bidder is required to make every effort to resolve amicably
by direct informal negotiation, any disagreement or dispute, arising them
under in or connection with the contract and as per Clause 1.8(b), any
dispute or difference if cannot be resolved, the same shall be referred to the
arbitration as per Supreme Court guidelines and there has to be mutual
arbitration as per Arbitration and Conciliation Act, 1996. Therefore, a
collective reading of sub-clause (a) and (b) of Clause 1.8 reveal that if there
exists any disagreement or dispute, both the parties are required to resolve
amicably by direct informal negotiation, meaning thereby, some positive act
on the part of the parties is solicited in terms of Clause 1.8. The parties, by
way of their act or conduct, should demonstrate that they have made efforts
for amicable resolution of dispute by direct informal negotiation. Sub clause
(a) is prerequisite for invocation of sub-clause (b) of Clause 1.8. In the case
in hand, there exists no document on record to establish that any effort was
ever made by the respondent to amicably settle the disagreement or dispute.
It is evident from use of word "shall", which finds mention in sub-clause (a)
of Clause 1.8, that the provisions are mandatory and are not directory.
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
10 WP-36002-2026
Adherence to Clause 1.8(a) casts obligation upon the parties to the

agreement to make effort for direct informal negotiations and only upon
failure to such an exercise, invocation of the arbitration clause is permissible.
The show cause notice to the petitioner was issued on 30.07.2026 (Annexure
P-16), which prima facie does not reveal that any other show cause notice to
the petitioner was issued. The penultimate paragraph of the said show cause
notice refers to clause 1.4(a) of the agreement, however, said show cause
notice does not contain any whisper that steps would be taken firstly to
amicably settle the dispute by way of informal negotiations. The penultimate
paragraph of the show cause notice is reproduced as under:-
" M/s Xperitus Insurance
अतः उपरो बदुओं के प रेय म
Brokers Private Limited
ारा अनुबंध एवं िन वदा प$ क %
MPWLC
विभन कं 'डकाओं का घोर उ *लघंन करते के
हुये
M/s Xperitus
आिथ .क 'हत/ क % अनदेखी क % गई है। अतः 6य/ न
Insurance Brokers Private Limited
ारा जमा ब 8क गारंट :
, 24.03.2025
राजसात करते हुये 'दनांक को िन <पा'दत अनुबंध क %
1.4 (a)
क =डका के ावधान के तहत िन <पा'दत अनुबंध को
?"
त >काल भाव से समा ? कर 'दया जावे
12) The petitioner submitted a detailed response to the aforesaid show
cause notice, which is contained in Annexure P-7 and after receiving the
response of the petitioner, the impugned order has been passed on
25.08.2026 (Annexure P-19), which is sought to be impugned in the present
petition. In the impugned order, once again clause 1.4(a) has been referred.
The relevant extracts of the impugned order are reproduced as under:-
" 1.4 ( ),
िन <पा'दत 'प@ीय करार क % कं 'डका क जो िन वदा
-- ,
प$ म व ण.त समतु *य समाि ? ावधान के साथ पढ़ : जायेगी
, MPWLC
के अनुसार य 'द चयिनत सेवा दाता को Cवीकाय.
,
कारण / के बना िनधा .रत अविध म काय . के दायरे का िनव .हन करने
, MPWLC
म असफल रहता है तो एक माह का नो 'टस देकर करार
MPWLC
समा ? कर सकता है। इस संबंध म का िनण .य अंितम एवं
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
11 WP-36002-2026

सेवा दाता पर बा Fयकार: है। कारण बताओ सूचना प $ 'दनांक
30.07.2026
के मा Fयम से आपको किमय / क % सूचना तथा अपना

प @ CपH करने एवं उनका िनराकरण करने का अवसर दान 'कया
05.08.2026
गया था। आपके उ Iर 'दनांक का पर :@ण 'कया गया
,
है जो संतोष द नह :ं पाया गया है।
, MPWLC
अतः उपयु . त Kय/ एवं कारण / के प रेय म को
1.4 ( )
िन <पा'दत 'प@ीय अनुबंध क % कं 'डका क एवं िन वदा प$
,
क % शत M के अंतग .त ा? श य/ का योग करते हुए मे.
MPWLC
ए 6सपेरटस इं Oयोरस Pोकस. ाइवेट िलिमटेड का के
/
बीमा Pोकर के Qप म िन <पा'दत अनुबंध िनयु समा ? क % जाती
31 2026
है। उ समाि ? 'दनांक अग Cत को काया .लयीन समय
"
समाि ? से भावी होगी।
13) Aforesaid both the paragraphs referred to clause 1.4 (a) and while
referring the said clause, the petitioner has been apprised that as per the said
clause, as there is failure on the part of the petitioner to perform its part,
MPWLC can invoke the said clause and accordingly, as, such eventuality
exists, the said clause was being invoked. In the aforesaid paragraphs, there
is no reference to any effort by both the parties to amicably settle the dispute
by direct informal negotiation. A perusal of clause 1.8 (a) clearly reveals that
after disagreement or dispute, the next step is to make effort positively to
resolve the same amicably by direct information negotiation. In the case in
hand, if the dispute arose upon issuance of show cause notice or/and after
issuance of impugned order dated 25.08.2026 (Annexure P-19), the
petitioner as well as the respondents were duty bound to make effort for
amicable settlement through direct informal negotiations. After issuance of
impugned order dated 25.08.2026 (Annexure P-19), a new NIT has been
issued on 02.09.2026, which has been brought on record by the petitioner as
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
12 WP-36002-2026
Annexure P-21 and by issuance of the said tender, the work in question,

which is was allotted to the present petitioner, is now to be executed through
General Insurance Company, and not through any broker. The said Notice
Inviting Tender dated 02.09.2026 has been issued within 7 days of issuance
of impugned order dated 25.08.2026. There exists no record or material to
demonstrate that after issuance of impugned order dated 25.08.2026, any
effort as per Clause 1.4(a) of the agreement was made by the parties.
Therefore, if in the opinion of the respondents, the dispute came into picture
upon show-cause notice dated 30.07.2026 (Annexure P-16) or upon passing
of impugned order dated 25.08.2026 (Annexure P-19) taking steps for
amicable settlement was a condition precedent before invocation of the
arbitration clause.
14) As the steps for amicable settlement is prerequisite for invoking
the arbitration clause, therefore, the contention of the respondent that that
there exists a remedy with the petitioner to invoke arbitration clause, in the
considered view of this Court, would be an eventuality which goes contrary
to the provisions of Clause 1.4 (a) of the agreement. Indisputably, the parties
are bound by the terms and conditions of the contract agreement. The
conditions are binding on them. There are respective duties which are
assigned to the parties and also their respective part which they are required
to perform in terms of the agreement. The agreement contained a clause,
which is mandatory in nature regarding taking steps for amicable settlement
and without taking steps for amicable settlement, the respondents, in the
considered view of this Court, are precluded from proceeding with the new
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
13 WP-36002-2026
tender process. Hence, this Court is of the view that the parties are required

to act in terms of Clause 1.4 (a) of the agreement.
15) Though NIT contained in Annexure P-21, has not been challenged
amending the prayer clause but as the matter is being remitted to the
respondents to act as per Clause 1.4 (a), the proceedings with NIT would
result in multiple complications including accrual of third parties right.
1 6 ) Resultantly, the petition is allowed. Impugned order dated
25.08.2026 (Annexure P-19) and Notice Inviting Tender dated 02.09.2026
(Annexure P-21) stand set aside. The matter is remitted back to the
respondents to take steps for amicable settlement as per Clause 1.4 (a) of the
agreement contained in Annexure P-6.
17) The petitioner shall appear before respondent No. 1/ Managing
Director, Madhya Pradesh Warehousing and Logistics Corporation on
18.09.2026, who shall make efforts for amicable settlement between the
parties in terms of Clause 1.4 (a) of the agreement. If ultimately it is found
that the amicable settlement between the parties is not possible while
ensuring adherence to Clause 1.4 (a) and 1.4 (j) of the Agreement, the
respondents would be at liberty to pass an order afresh including intimation
to the petitioner regarding the factum of failure of amicable settlement and
shall also be at liberty to issue fresh NIT.
18) In view of the aforesaid, the petition stands disposed of.
(MANINDER S. BHATTI)
JUDGE
Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30

NEUTRAL CITATION NO. 2026:MPHC-JBP:71432
14 WP-36002-2026
PB

Signature Not Verified
Signed by: PRADYUMNA
BARVE
Signing time: 16-09-2026
12:39:30