Privately contracted confidentiality clauses cannot override court-mandated disclosure of documents essential for adjudicating contractual exclusivity breaches.

The Petitioner (Promoter) and Respondent No. 1 (Investor) formed a Joint Venture (JV), Respondent No. 3, governed by a Shareholders’ Agreement dated October 17, 2022.

Clause 18.3 established an exclusivity arrangement, making the JV the exclusive vehicle for "Business" (airborne geophysical surveys) within a defined "Territory" including Bhutan.

The Promoter alleged a breach of this exclusivity after the Investor’s affiliate (Respondent No. 2) secured a contract in Bhutan ("Bhutan Contract").

An ad interim order previously directed disclosure of the Bhutan Contract.

A three-member Arbitral Tribunal, in a Section 17 order dated April 1, 2026, refused interim relief and excused the Investor from disclosing the Bhutan Contract, accepting a plea that the Government of Bhutan refused to waive confidentiality.

The Petitioner challenged this order under Section 37 of the Arbitration and Conciliation Act, 1996.

1. Whether the Investor can be excused from disclosing the Bhutan Contract based on a private confidentiality clause despite a court-directed disclosure.

2. Whether the term "offered" in the non-compete clause (Clause 18.3.5) should be interpreted as "accepted and paid for," thereby exempting the Investor from exclusivity obligations if the JV had not purchased the technology.

The Court applied Section 37 of the Arbitration and Conciliation Act, 1996 regarding appeals against interim orders.

Principle from State of Bihar v. Kripalu Shankar (1987) that even state documents are subject to court-ordered production if relevant to litigation.

Interactive Avenues (P) Ltd. v. Tikona Digital Network (P) Ltd. (2018) regarding the use of "confidentiality rings" and redaction to balance transparency with commercial sensitivity.

Standard principles of contractual interpretation, holding that sophisticated parties are presumed to mean the literal words chosen ("offered") rather than implied meanings ("purchased").

The Court found the Tribunal’s reasoning perverse on two counts. First, regarding non-disclosure, the Court held that a private confidentiality clause cannot override a statutory or legal obligation to disclose under a court order; otherwise, parties could immunize breaches by simply inserting confidentiality terms.

The Court noted the Tribunal accepted "disjointed" correspondence as proof of Bhutan’s refusal without even seeing the underlying confidentiality clause.

The Court rejected the Tribunal’s interpretation that "offered" meant "purchased." It reasoned that this "rewrote" the contract and lacked business efficacy, as a JV would typically only purchase technology once a deployment contract is secured.

The Court observed that the technology was indeed being actively pursued for the Indian market by the JV, contradicting the "rejection" theory.

The Investor must disclose the Bhutan Contract and related correspondence to the Tribunal at first instance; the Tribunal may implement a "confidentiality ring" or redactions to protect sensitive data but cannot excuse non-production; and the equating of "offered" with "paid for" was untenable.

The Tribunal is directed to re-hear the Section 17 application afresh based on these findings.

Costs are to be determined by the Tribunal in the remand proceedings.