Arbitrability of termination disputes and discharge clauses left to the arbitrator after parties consented to arbitration.

Where parties consent to arbitration, disputes arising from the original agreement and the termination agreement may be referred to a sole arbitrator, including issues on the existence of an arbitral dispute and the scope of a full and final discharge clause. The SC accepted the respondent's consent and directed that all questions, including interpretation of the discharge clause and surviving post-termination obligations, be decided by the arbitrator. The referral covered the entire dispute matrix arising out of the agreement and its termination, with no impediment to arbitration on the face of the discharge clause.

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Issues: Whether the disputes arising out of the agreement and the termination agreement, including the effect of the full and final discharge clause, were referable to arbitration and whether an independent sole arbitrator should be appointed.

Analysis: The parties had entered into a representative agreement and later executed a termination agreement containing a clause purporting to grant full and final discharge from claims and obligations arising out of or relating to termination. The petitioner asserted surviving disputes regarding post-termination obligations under the original agreement, while the respondent contended that no arbitrable dispute subsisted. In the course of hearing, the respondent consented to appointment of an arbitrator and also agreed that all issues, including the existence of an arbitral dispute and the interpretation of the discharge clause, could be raised before the arbitrator. In view of that consent, the Court found no impediment to referring the disputes to arbitration.

Conclusion: The disputes were held to be referable to arbitration, and a sole arbitrator was appointed to decide all issues arising out of the agreement and the termination agreement, including the scope and effect of the discharge clause.

Ratio Decidendi: Where the parties consent to arbitration, even questions relating to the existence of arbitrable disputes and the interpretation of a termination or discharge clause may be left to the arbitrator for adjudication.

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