Arbitration agreement construed from dispute resolution clauses; foreign governing law did not exclude Section 11 jurisdiction.

Dispute resolution clauses 13.2 and 13.3 of the Memorandum of Understanding were construed as an arbitration agreement because the clauses, read as a whole, showed an intention to resolve disputes through a private adjudicatory mechanism; the absence of the word "arbitration" was not decisive. The choice of English and Wales law as the governing law did not by itself exclude Part I of the Arbitration and Conciliation Act, 1996. In the absence of an express or implied exclusion, Section 11 jurisdiction remained available for appointment of an arbitrator.

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Issues: (i) Whether clauses 13.2 and 13.3 of the Memorandum of Understanding constituted an arbitration agreement; and (ii) whether, in view of clause 13.1 providing for the laws of England and Wales to govern the agreement, the Court had jurisdiction to appoint an arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996.

Issue (i): Whether clauses 13.2 and 13.3 of the Memorandum of Understanding constituted an arbitration agreement.

Analysis: The dispute resolution clauses were examined as a whole to ascertain the parties' intention. Even though the expression used was "adjudication", the clauses showed that the parties intended that disputes arising out of or in connection with the agreement should be resolved by a private adjudicatory mechanism. The absence of the word "arbitration" was not decisive where the substance of the clause indicated a reference to adjudication of disputes by a designated decision-maker.

Conclusion: The clauses were treated as constituting an arbitration agreement, in favour of the petitioner.

Issue (ii): Whether, in view of clause 13.1 providing for the laws of England and Wales to govern the agreement, the Court had jurisdiction to appoint an arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996.

Analysis: The Court applied the principle that Part I of the Arbitration and Conciliation Act, 1996 extends to international commercial arbitrations unless its application is excluded by express or implied agreement. Since the Memorandum did not expressly or impliedly exclude Part I, and no clear exclusion of the Court's jurisdiction was established, Section 11 remained available notwithstanding the choice of foreign proper law for the contract.

Conclusion: The Court had jurisdiction to entertain the Section 11 application and appoint an arbitrator, in favour of the petitioner.

Final Conclusion: The dispute resolution clause was held to be arbitrable and the Section 11 request was maintainable, leading to appointment of a sole arbitrator for adjudication of the parties' disputes.

Ratio Decidendi: In an international commercial arbitration, Part I of the Arbitration and Conciliation Act, 1996 applies unless excluded by express or implied agreement, and a dispute resolution clause will be construed according to the parties' manifested intention even if it does not use the word "arbitration".

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