A valid arbitration clause and duly invoked notice warrant appointment of a sole arbitrator.

The petitioners, promoters and subscribers of CogniMinds Private Limited (later renamed TEKXQQ Digital Solutions Private Limited), entered into a Share Purchase Agreement dated 16 February 2024 with the respondents, under which respondent No. 1 acquired 90% of the company’s shares.

Following alleged non-payment of amounts due under the agreement, the petitioners issued a legal notice and the parties participated in mediation, which did not resolve the dispute.

The petitioners then invoked the arbitration clause by notice under Section 21 of the Arbitration and Conciliation Act, 1996.

The respondents replied but, before the Court, did not object to appointment of a sole arbitrator, while reserving the parties’ contentions.

Whether the Share Purchase Agreement contained an arbitration agreement covering the parties’ disputes.

Whether, in light of the arbitration clause and the petitioners’ invocation of it, a sole arbitrator should be appointed under Section 11(6) of the Act.

Section 11(6) of the Arbitration and Conciliation Act, 1996 provides for court appointment of an arbitrator where the agreed appointment procedure is not fulfilled.

Section 21 addresses commencement of arbitral proceedings upon receipt of a request to refer the dispute to arbitration.

Clause 11.2 of the Share Purchase Agreement required disputes not amicably resolved within 15 days of a Dispute Notice to be referred to a sole arbitrator mutually appointed by the parties; it also specified Bengaluru as the venue and English as the language of arbitration.

No precedent was cited.

The Court found that Clause 11.2 provided for arbitration of disputes arising out of or connected with the Share Purchase Agreement and that the petitioners had invoked that clause by serving a notice under Section 21.

The respondents’ stated lack of objection to appointment further supported making the appointment, while their and the petitioners’ substantive claims and contentions were left open.

All claims and contentions were left open; the Registry was directed to communicate the order and return original documents after taking copies, and the parties were directed to appear before the Centre’s Director on 30 October 2026 at 11:30 a.m.