Section 9 relief cannot revive contracts automatically terminated by non-fulfillment of time-bound conditions precedent.

The Appellant (JLT Energy 9 SAS) executed two Share Purchase Agreements (SPAs) with Respondents to acquire solar power projects in Tamil Nadu and Bihar.

The Bihar SPA was contingent upon the successful closing of the Tamil Nadu SPA.

A critical Condition Precedent (CP) required Respondents to convert project land to non-agricultural (NA) use by the Closing Long Stop Date (CLSD) of May 31, 2025.

Clause 5.6 of the SPAs provided for automatic termination if CPs were not fulfilled by the CLSD.

When the CPs remained unfulfilled, the Appellant secured an Emergency Award from the Singapore International Arbitration Centre (SIAC) granting a prohibitory injunction.

The Appellant then filed a Section 9 petition under the Arbitration and Conciliation Act (AC Act) seeking similar interim relief in the Delhi High Court.

The learned Single Judge dismissed the petition, holding that the SPAs had automatically terminated due to non-fulfillment of CPs, leaving no ground for specific performance.

The Appellant challenged this dismissal under Section 37 of the AC Act.

1. Whether the scope of appellate interference under Section 37 of the AC Act is restricted in matters concerning interim measures.

2. Whether the non-fulfillment of the NA Conversion Condition by the CLSD resulted in the automatic termination of the SPAs under Clause 5.6.

3. Whether the NA Conversion Condition was validly converted from a CP to a Condition Subsequent (CS) or the CLSD was extended through informal email correspondence.

4. Whether a Section 9 court is bound by the findings or the grant of relief in an Emergency Award passed under SIAC Rules.

Section 37 of the AC Act, which limits appellate review to determining if the lower court's discretion was arbitrary or perverse.

The court relied on Somdatt Builders NCC NEC (JV) v. National Highway Authority of India to emphasize judicial restraint in contractual interpretation.

Regarding specific performance of contingent contracts, the court applied principles from Nand Kishore Lalbhai Mehta v. New Era Fabrics and Puravankara Projects Ltd. v. Hotel Venus International Ltd., which establish that contracts dependent on uncertain statutory approvals cannot be specifically enforced.

The court applied the precedent from Raffles Design International (India) (P) Ltd. v. Educomp Professional Education Ltd., holding that an Emergency Award does not bind an Indian court exercising Section 9 jurisdiction; the court must independently apply Indian law and the triple test of injunctions (prima facie case, balance of convenience, and irreparable injury).

The Court reasoned that Clause 5.6 was a "self-executing" provision, leading to automatic termination of the SPAs upon the objective failure to meet CPs by the CLSD.

It rejected the Appellant’s contention that the CP was converted to a CS or the CLSD extended via email, citing Clause 17.5, which mandated that all amendments be in writing and executed by all parties.

The Court found that the Appellant failed to prove a "fault-based" exception to Clause 5.6, as the contract did not predicate termination on the attribution of breach.

Regarding the NA Conversion, the Court noted that since the approval lay within the discretion of a statutory authority (the Executive Officer, Gangavarpatti Town Panchayat), the Respondents could not be held to have breached the "best efforts" clause when such approval remained pending despite their diligent efforts.

Critically, the Court held that Section 9 cannot be invoked to "resurrect or revive" a contract that has prima facie ceased to subsist.

It further determined that the balance of convenience favored the Respondents, as no consideration had been paid by the Appellant, and any alleged loss was compensable through damages rather than a wide-ranging injunction over assets.

It held that the SPAs stood automatically terminated by operation of contract upon the non-fulfillment of CPs by the extended CLSD.

The Court concluded that the Appellant failed to establish a prima facie case for interim relief, and that an Emergency Award under SIAC Rules does not supersede the statutory and equitable requirements of Indian law under Section 9.

The direction to the Respondents to deposit INR 3 crores was maintained to balance the equities.