M/S. THE VARANDAH vs M/S VAISHYA EDUCATION SOCIETY
- Court
- Karnataka High Court
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
TH
DATED THIS THE 29 DAY OF OCTOBER, 2026
BEFORE
THE HON'BLE MR. JUSTICE H.T. NARENDRA PRASAD
CIVIL MISC. PETITION NO. 396 OF 2026
BETWEEN:
1. M/S. THE VARANDAH
A REGISTERED PARTNERSHIP
HAVING ITS PRINCIPAL
PLACE OF BUSINESS AT
VAISHYA EDUCATION SOCIETY
M. G. ROAD, KODIALBAIL
MANGALORE 003.
REP. BY ITS PARTNERS
A). MRS. POORNIMA VINOD MALLYA
W/O ULLAL VINOD KUMAR MALLYA
AGED ABOUT 63 YEARS
R/AT D. NO. 3-31-2668/3
SHREYAS PINTOS LANE
NEAR VINAYA CLINIC, KARANGALPADY
MANGALORE-575003.
B). MRS. NITA V. SHERLEKAR
W/O VINOD
M. SHERLEKAR
AGED ABOUT 57 YEARS
R/AT DOOR NO.3-33-2889
SHILPA BEJAI CHURCH ROAD
OPPOSITE PINTO BAKERY, BEJAI
MANGALORE-575004.
…PETITIONERS
(BY SRI. RAGHAVENDRA SHENOY M., ADVOCATE)
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
AND:
M/S VAISHYA EDUCATION SOCIETY
THE SOCIETY REGISTERED UNDER THE RELEVANT LAWS
HAVING ITS REGISTERED OFFICE AT
THE VAISHYA EDUCATION SOCIETY
MG ROAD, KODIALBAIL, MANGALORE-575003
REPRESENTED BY ITS PRESIDENT.
…RESPONDENT
(BY SRI. M. VISHWAJITH RAI., ADVOCATE)
THIS CMP IS FILED UNDER SECTION 11(5) AND (6) OF
ARBITRATION AND CONCILIATION ACT 1996, PRAYING TO
APPOINTMENT OF A SOLE ARBITRATOR TO DECIDE AND
ADJUDICATE UPON THE DISPUTES BETWEEN THE PETITIONER
AND THE RESPONDENT AS PER THE ARBITRATION AGREEMENT
IN CLAUSE NO. 11 OF THE MOU 27.04.2025 PRODUCED AT
ANNEXURE - A.
THIS PETITION, COMING ON FOR ADMISSION, THIS DAY,
ORDER WAS MADE THEREIN AS UNDER:
CORAM: HON'BLE MR. JUSTICE H.T. NARENDRA PRASAD
ORAL ORDER
1. This petition is filed under Sections 11(5) and 11(6)
of the Arbitration and Conciliation Act, 1996 (for short,
“the Act”), seeking appointment of a sole Arbitrator for
adjudication of the disputes that have arisen between the
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
parties under the Memorandum of Understanding
(hereinafter referred to as ‘MOU’ for short) dated
27.04.2025, particularly in terms of Clause 11 thereof,
produced at Annexure-A.
2. The brief facts of the case are that the petitioner, a
registered partnership firm, intended to take the
respondent society's premises bearing Door Nos.4-7-719
and 4-7-719/1, measuring approximately 3,500 sq. ft.,
situated at M.G. Road, Kodialbail, Mangaluru, on lease for
commercial purposes for a period of 10 years. However,
since the respondent did not possess the requisite E-Khata
for registration of the lease deed, the parties entered into
a MOU dated 27.04.2025, recording the mutually agreed
terms for the proposed 10-year lease. Thereafter, as an
interim arrangement, the parties entered into a lease
agreement dated 17.06.2025 for a period of 11 months
and the petitioner was put in possession of the premises.
The petitioner claims to have undertaken renovation works
in the premises on the assurance of the proposed 10-year
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
lease. Subsequently, following a change in the office
bearers of the respondent society, the newly appointed
office bearers, disputing the binding nature of the MOU
and the lease agreement executed by the erstwhile office
bearers, issued a letter dated 27.01.2026 and legal notice
dated 28.01.2026 calling upon the petitioner to vacate and
surrender the premises, which resulted in a dispute
between the parties. Subsequently, disputes arose
between the parties in relation to the said MOU.
3. As the disputes arose between the parties, the
petitioner, invoking the arbitration clause contained in the
MOU, issued a notice dated 10.06.2026, vide Annexure-K,
to the respondent under Section 21 of the Act. The said
arbitration clause 11 reads as under:
“11. Arbitration and Dispute Resolution
11.1. Any dispute or difference arising out of or in
connection with this MOU shall be resolved through
Arbitration in accordance with the provisions of the
Arbitration and Conciliation Act, 1996, as amended from
time to time.
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
11.2. The Arbitration shall be conducted by a sole
arbitrator, mutually appointed by the parties.
11.3. The seat and venue of Arbitration shall be
Mangaluru, and the Arbitration proceedings shall be
conducted in English.”
4. The respondent sent a reply dated 26.06.2026 vide
Annexure-L to the said notice. Being dissatisfied with the
reply, the present petition is filed seeking appointment of
a sole Arbitrator.
5. Learned counsel appearing for the respondent
contended that the President, Sri. Avinash Gokul Rao, who
executed the MOU on behalf of the respondent-Society,
was not an authorised person and had no authority to
enter into such an agreement or undertake to execute a
lease deed in favour of the petitioner. It is further
contended that no resolution has been passed by the
respondent-Society authorising him either to execute the
MOU or to execute the registered lease deed in favour of
any person. He further contended that the MOU is an
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
unregistered document and, therefore, the same cannot
be enforced in law. It is also contended that the petitioner
has already instituted a suit for injunction against the
respondent-Society in O.S.No.218/2026 before the Civil
Judge, Mangaluru. In support of his contentions, he relied
upon the judgment of Hon’ble Apex Court in the case of
Suraj Lamp & Industries Pvt. Ltd. vs. State of
Haryana & Anr. in Special Leave Petition (C)
No.13917 of 2009 and also judgment of this Court in
MFA No.1242/2025 disposed of on 21.04.2025. On
these grounds, learned counsel sought for dismissal of the
petition.
6. Heard the learned counsel for the parties. Perused
the petition papers.
7. It is not in dispute that Sri. Avinash Gokul Rao,
claiming to be the President of Vaishya Education Society,
entered into a MOU with the petitioner on 27.04.2025,
undertaking to execute a registered lease deed in respect
of the schedule premises for a period of ten years on or
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
before 30.06.2025. Since the registered lease deed was
not executed in favour of the petitioner, the petitioner
invoked the arbitration clause contained in the said MOU
and has filed the present petition seeking appointment of a
sole arbitrator.
8. The contentions raised by the respondent that the
MOU is not registered as required under Section 17 of the
Registration Act, 1908, and that the same cannot be
enforced in law, as well as the contention that Sri. Avinash
Gokul Rao had no authority to execute the MOU or
undertake to execute the registered lease deed in favour
of the petitioner in the absence of any resolution passed
by the respondent-Society, are all matters which can be
urged before the learned Arbitrator. This Court, while
exercising jurisdiction under Section 11(5) and (6) of the
Arbitration and Conciliation Act, 1996, cannot undertake
an adjudication of those disputed contentions at this
stage.
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
9. Having regard to the existence of the arbitration
clause contained in the MOU, which provides for resolution
of disputes arising between the parties, and the fact that
the petitioner has duly invoked the said arbitration clause
by issuing notice under Section 21 of the Act, this Court is
of the opinion that a Sole Arbitrator is required to be
appointed for adjudication of the disputes between the
parties.
10. Accordingly, the following:
ORDER
a) Civil Miscellaneous Petition is allowed .
b) Mr.Moosa Kunhi Nayarmoole, retired District
Judge is appointed as the Sole Arbitrator in the
present case to arbitrate the disputes between
the parties at Mangaluru.
c) All the claims and contentions of the parties are
left open.
d) Registry is directed to communicate this order
via e-mail to the learned Sole Arbitrator.
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
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HC-KAR
NC: 2026:KHC:60098
CMP No. 396 of 2026
CNR: KAHC010503602026
e) Registry is directed to return all the original
documents produced by any of the parties after
obtaining Photostat copies of the same.
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA
(H.T. NARENDRA PRASAD)
JUDGE
HA
LIST NO.: 1 SL NO.: 22