An invoked arbitration clause requires appointment of a sole arbitrator to resolve disputes.

Petitioner No. 1 and the respondents were shareholders and directors of Southern Projects India Pvt. Ltd. (SPIPL).

Under a Share Purchase Agreement dated 23 January 2023, the petitioners purchased the respondents’ shareholdings, and Clause 7.1 required withdrawal of the trade name “Southern” from SPIPL and Southern MEP Projects LLP.

The petitioners later disputed that condition, asserting that the respondents had not registered the “Southern” name.

Clause 14 provided for arbitration by a jointly appointed sole arbitrator, with Bengaluru as the seat and venue.

After the petitioners’ Section 21 notice dated 6 February 2025 received no response, they sought appointment of an arbitrator under Section 11(5) of the Arbitration and Conciliation Act, 1996.

Respondents 1 and 2 stated that they had issued an earlier notice and commenced proceedings under Section 9 of the Act.

1. Whether disputes arising under the Share Purchase Agreement were referable to arbitration under Clause 14.

2. Whether a sole arbitrator should be appointed under Section 11(5) of the Act after the petitioners invoked arbitration and the parties did not jointly appoint an arbitrator.

Section 11(5) of the Arbitration and Conciliation Act, 1996 provides for court appointment of an arbitrator where the parties’ agreed appointment procedure does not result in an appointment.

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

Clause 14 of the Share Purchase Agreement required disputes under the agreement to be referred to a jointly appointed sole arbitrator.

The Court found that Clause 14 contained a valid agreement to arbitrate and that the parties’ dispute concerned the Share Purchase Agreement.

The petitioners had invoked the clause by issuing a Section 21 notice, but no joint appointment followed.

Respondents 1 and 2’s assertion that they had initiated Section 9 proceedings did not displace the arbitration agreement or prevent appointment of an arbitrator.

All claims and contentions were left open, and the parties were directed to appear before the Centre’s Director on 22 October 2026 at 11:30 a.m.