Specific performance clauses negate contract determinability, justifying interim orders for inspection under the Arbitration Act.

Appellant No. 1 (Bobble Keyboard) and its CEO (Appellant No. 2) entered into a Series C Shareholders Agreement (SHA) and other definitive agreements with the Respondent (Affle India) in 2020-2021.

Clause 3.4 of the SHA granted "Major Investors" holding at least 8% shareholding the right to inspect the company’s offices, material contracts, and financial records.

Disputes arose regarding ad monetization, revenue transparency, and alleged unauthorized share transfers by the Appellants.

Respondent initiated SIAC arbitration (seated in New Delhi) and sought interim inspection rights under Section 17 of the Arbitration and Conciliation Act, 1996.

On 11.03.2024, the Sole Arbitrator granted interim relief, allowing the Respondent to exercise inspection rights subject to the execution of a Non-Disclosure Agreement (NDA) and Confidentiality Undertakings.

The Appellants challenged this order under Section 37(2)(b), while the Respondent sought its enforcement under Section 17(2).

1. Whether the scope of judicial interference under Section 37(2)(b) of the 1996 Act allows the Court to substitute the Arbitral Tribunal's plausible view with its own?

2. Whether the interim relief of inspection granted by the Tribunal amounted to granting the final relief sought in the Statement of Claim?

3. Whether the SHA is a "determinable" contract under Section 14(d) of the Specific Relief Act (SRA), thereby barring the grant of specific performance or interim mandatory injunctions?

4. Whether a contractual right to inspection falls within the ambit of "interim measures" under Section 17(1)(ii) of the 1996 Act?

The Court applied the restrictive standard of Section 37 of the Arbitration and Conciliation Act, 1996, as established in Ramesh Kumar Jain v. Bharat Aluminium Co. Ltd., holding that interference is warranted only if the order is perverse, arbitrary, or ignores settled law.

Regarding the Specific Relief Act, 1963, the Court applied Section 14(d) but distinguished "determinable" contracts by relying on DLF Home Developers Limited v. Shipra Estate Limited, which stipulates that contracts containing express clauses for specific performance (such as Clause 14.10 of the subject SHA) are not determinable in nature.

The Court further utilized the precedent in Ares Investment LLC v. International Print-O-PAC Ltd. to affirm that a contractual right to audit/inspect records constitutes a valid subject for interim protection under Section 17(1)(ii)(e).

The Court observed that its jurisdiction under Section 37 is narrow and co-extensive with Section 34 parameters; it cannot re-assess evidence or interfere with a Tribunal’s plausible interpretation of a contract.

It rejected the Appellants' argument that the interim relief was identical to the final relief, noting that the final claim sought a declaration of breach, whereas the interim order provided a restricted, supervised inspection contingent upon NDAs.

On the SRA challenge, the Court held that Clause 14.10 of the SHA explicitly made the agreement specifically enforceable, overriding the "determinable" bar under Section 14(d).

It also dismissed the Section 14(b) objection regarding "continuous supervision," finding the Arbitrator’s oversight of the inspection was limited to a pre-trial window.

The Court upheld the Tribunal’s application of the Section 17 "triple test," agreeing that the Respondent established a prima facie case via a literal reading of Clause 3.4 and that balance of convenience favored the Respondent’s need to holistically present its case in arbitration.

Confidentiality concerns were deemed mitigated by the mandatory NDAs.

The Court held that the Respondent had a clear contractual right to inspection which could be protected as an interim measure.

Regarding the enforcement petition (OMP (ENF.) (COMM) 66/2024), the Court directed the Appellants to comply with the inspection directions within four weeks.