Broad arbitration clauses can cover integrated agreements; specific performance disputes are arbitrable, and factual findings stay immune from section 34 review.

Two contemporaneous agreements forming one integrated commercial transaction were held to be covered by a broad arbitration clause in the principal agreement, so disputes under the ancillary interior design arrangement fell within the arbitral reference and the award was not void for want of jurisdiction. A jurisdictional objection on the scope of reference was not accepted at the setting-aside stage, though the Court found it unnecessary to decide the procedural bar conclusively. A claim for specific performance of an agreement of sale was held to be arbitrable, as no statutory bar excluded it. Findings on default, time being of the essence, readiness and willingness, and other factual matters could not be reopened within the narrow scope of challenge under section 34.

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Issues: (i) Whether disputes arising under the interior design agreements were covered by the arbitration clause in the main agreements and whether the arbitral award on those disputes was without jurisdiction; (ii) whether a jurisdictional objection as to the scope of reference could be raised for the first time at the stage of setting aside the award; (iii) whether a dispute seeking specific performance of an agreement of sale is capable of settlement by arbitration; (iv) whether findings on default, time being of the essence, readiness and willingness, and other factual matters could be reopened under the limited scope of challenge to the award.

Issue (i): Whether disputes arising under the interior design agreements were covered by the arbitration clause in the main agreements and whether the arbitral award on those disputes was without jurisdiction.

Analysis: The arbitration clause in the main agreements was of wide amplitude and extended to disputes touching, concerning, arising out of, or connected with the subject matter of those agreements. The interior design agreements were contemporaneous, overlapped substantially in subject matter with the main agreements, and operated as part of the same commercial arrangement for the flats and their fittings, finishes, and amenities. The separate clause in the interior design agreements was held to operate only where the disputes were confined exclusively to those agreements and not where disputes under both sets of agreements were interlinked. On that construction, the disputes concerning the interior design agreements were treated as connected with the main agreements and within the reference.

Conclusion: The arbitral tribunal had jurisdiction to decide the disputes under the interior design agreements, and the award was not void on that ground.

Issue (ii): Whether a jurisdictional objection as to the scope of reference could be raised for the first time at the stage of setting aside the award.

Analysis: The scheme of the Act requires jurisdictional objections to be raised before the arbitral tribunal at the prescribed stage, and the tribunal is empowered to rule on its own jurisdiction. The Court, however, found it unnecessary to finally decide the procedural bar because, even assuming the objection could be raised at the setting-aside stage, it lacked merit on the facts and on the construction of the agreements.

Conclusion: The objection was not accepted, and the challenge failed even on the assumption that it was maintainable at the stage of section 34.

Issue (iii): Whether a dispute seeking specific performance of an agreement of sale is capable of settlement by arbitration.

Analysis: A claim for specific performance concerns contractual rights and is a justiciable civil dispute capable of lawful resolution by private adjudication. The Court held that the Specific Relief Act does not prohibit parties from agreeing to arbitrate such disputes, and the Arbitration and Conciliation Act, 1996 contains no bar to arbitral adjudication of claims for specific performance of immovable property contracts. The contrary view was rejected.

Conclusion: A dispute relating to specific performance of an agreement of sale is arbitrable, and section 34(2)(b)(i) was not attracted.

Issue (iv): Whether findings on default, time being of the essence, readiness and willingness, and other factual matters could be reopened under the limited scope of challenge to the award.

Analysis: The statutory grounds for setting aside an award are narrow. Pure findings of fact, including readiness and willingness and contractual default, do not fall within the limited grounds of incapacity, invalid arbitration agreement, excess of submission, non-arbitrability, or conflict with public policy unless they independently satisfy those grounds. No case of fraud, corruption, or violation of the specified confidentiality or evidentiary provisions was made out, and the factual objections were outside the permissible ambit of interference.

Conclusion: The factual findings in the award could not be interfered with under section 34.

Final Conclusion: The challenge to the arbitral awards failed in its entirety, and the awards, as upheld by the High Court, remained undisturbed.

Ratio Decidendi: Where two contemporaneous agreements form one integrated commercial transaction and the arbitration clause in the principal agreement is broad enough to cover connected matters, disputes under the ancillary agreement may be referred to the same arbitral tribunal; further, a claim for specific performance of a contract is arbitrable unless expressly barred by statute.

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