Arbitration clause survives final bill and no demand certificate where settlement or novation is not clearly established.

An arbitration clause survives completion of work, submission of the final bill and execution of a no demand certificate unless there is clear accord and satisfaction or novation. On the facts, the contractor's immediate protest and reservation of rights meant the final settlement was not unequivocal, and the effect of the certificate, clause 52, and any substituted agreement all required adjudication. Those questions, including whether the dispute was settled without prejudice and whether the contract had been replaced, were held fit for determination by the arbitral tribunal. The challenge failed, and the dispute remained referable to arbitration.

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Issues: Whether the arbitration clause survived after completion of the work, submission and acceptance of the final bill, and execution of the no demand certificate, so as to permit reference of the disputes to arbitration.

Analysis: The final bill and no demand certificate did not, on the facts, establish an unequivocal accord and satisfaction or novation of the contract. The correspondence showed that the contractor had protested immediately and asserted coercion and reservation of rights. The dispute as to whether the final bill was accepted without prejudice, the effect of clause 52, and whether the contract stood substituted by a new agreement were all matters requiring adjudication. Such questions, including the existence and effect of settlement and the scope of the arbitration agreement, were held to be arbitrable and fit for determination by the arbitral tribunal.

Conclusion: The arbitration clause had not perished with the contract and could be invoked; the dispute was referable to arbitration and the challenge to the High Court's order failed.

Final Conclusion: The appeal was dismissed because the controversy disclosed arbitrable issues and no ground was made out to interfere with the order permitting arbitration.

Ratio Decidendi: A dispute as to whether a contract was fully and finally settled, or whether a no demand certificate was executed under protest or coercion, is itself arbitrable, and the arbitration clause survives unless a clear novation or substituted agreement is established.

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