Continuing contractual obligations may generate fresh arbitral disputes despite an earlier invocation.

The petitioner entered into a registered Agreement to Sell (ATS) dated 30 April 2012 with Respondent No. 1 as vendor; Respondent No. 2 was the confirming party.

The ATS concerned a proposed hotel in Greater Noida and contained an arbitration clause.

The petitioner claimed that Respondent No. 1 failed to complete the hotel, obtain an Occupancy Certificate, transfer the property, and transfer 12 IT units.

A Settlement Agreement dated 24 May 2019 addressed the same transaction and contemplated completion of the hotel and transfer of the property and IT units.

The petitioner invoked arbitration in June 2021 and again in August 2025, then filed this Section 11 petition on 30 July 2026.

Meanwhile, Respondent No. 2 entered CIRP, and the petitioner lodged a claim concerning the hotel and IT units before the Resolution Professional; the NCLT admitted part of that claim.

The petitioner also sought interim relief under Section 9 in connected proceedings.

1. Whether the arbitration clause in the ATS survived, or was extinguished by novation upon execution of the Settlement Agreement.

2. Whether the Section 11 petition was time-barred under Article 137, given the 2021 and 2025 invocation notices and the petition’s filing in 2026.

3. Whether the petitioner’s participation in Respondent No. 2’s CIRP, including lodging a claim concerning the same subject matter, barred arbitration against Respondent No. 1 by election or estoppel.

Section 11 of the Arbitration and Conciliation Act, 1996 requires the referral court to conduct a prima facie examination of the existence of an arbitration agreement, rather than a mini-trial on disputed questions of validity, novation, or contractual liability; such questions ordinarily fall to the tribunal under Section 16 (Duro Felguera, S.A. v. Gangavaram Port Ltd.; Vidya Drolia v. Durga Trading Corpn.; In re: Interplay Between Arbitration Agreements under the Arbitration Act, 1996 & Stamp Act, 1899; SBI General Insurance Co. Ltd. v. Krish Spg).

Article 137 of the Limitation Act, 1963, read with Sections 11 and 43 of the 1996 Act, provides a three-year limitation period for a Section 11 application, ordinarily running from the failure or refusal to act after a valid arbitration notice; the referral court assesses limitation of the application but should not conduct an intricate inquiry into limitation of the underlying claims (Arif Azim Co. Ltd. v. Aptech Ltd.; SBI General Insurance; M/s Smart Guard and Allied Services v. Central Warehousing Corporation).

A later notice cannot revive a Section 11 right already time-barred, but a subsequent cause of action under the same contract may support a later reference (Dolphin Drilling Ltd. v. Oil and Natural Gas Corporation Ltd.).

CIRP-related orders and claims are relevant, but their effect on independent contractual obligations and any alleged election or estoppel depends on the rights, parties, and reliefs involved; arbitral relief cannot override the IBC, an approved resolution plan, a moratorium, or an insolvency forum’s order.

The ATS’s arbitration clause and execution were undisputed, while whether the Settlement Agreement novated the ATS required examination of the agreements and the parties’ obligations; the Court therefore left that question to the tribunal under Section 16.

On limitation, the Court accepted that the 2021 and 2025 notices substantially overlapped and that the latter could not revive disputes already crystallised in 2021. However, the asserted obligations remained unperformed, and subsequent events—including cancellation and revival of the land allotment in 2024—meant the Court could not conclude that every dispute had crystallised in 2021.

The petitioner’s CIRP claim concerned the same hotel and IT units, making the insolvency proceedings relevant, but the claim’s admission did not finally determine contractual liability against Respondent No. 1. Whether the petitioner’s conduct amounted to election or estoppel, and whether Respondent No. 1 had independent obligations, were left to the tribunal, subject to the IBC and insolvency orders.

It left limitation, novation, election, waiver, estoppel, the effect of the Settlement Agreement, and the consequences of the CIRP open for determination by the tribunal, without expressing a final view on the merits.

The connected Section 9 petition was to be treated as an application under Section 17; the interim order dated 7 April 2025 was continued until the tribunal took up that application, which it was directed to decide expeditiously.