Oppression and mismanagement disputes cannot be forced into arbitration when the company is not bound by the agreement.

Disputes alleging oppression and mismanagement were held not to be referable wholesale to arbitration where the company was not a party to the arbitration agreements and the allegations extended beyond the contractual clauses. The shareholders' agreement and joint venture agreement governed only disputes arising out of those instruments, while the escrow agreement was limited to custody of shares and did not regulate company affairs. Complaints about board meetings without notice, removal of directors, amendment of articles, and similar acts concerned management of the company and were not wholly covered by the arbitration clauses. In the absence of commonality of parties, the petition could proceed before the Board.

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Issues: Whether disputes raised in a petition alleging oppression and mismanagement could be referred to arbitration when the company was not a party to the arbitration agreement and several allegations were not traceable to the contractual arrangements.

Analysis: The arbitration clauses in the shareholders' agreement, joint venture agreement, and escrow agreement covered disputes arising out of or in connection with those agreements, but the company was not a party to the shareholders' agreement or joint venture agreement. The escrow agreement was confined to custody of the petitioner's shares and did not govern the company's affairs. The allegations concerning board meetings without notice, removal of directors, amendment of the articles, and other acts of oppression related to the management of the company and were not wholly referable to the arbitration agreements. In the absence of commonality of parties, and in view of the rule that a non-signatory cannot be added to arbitration proceedings without consent, the disputes could not be compelled to arbitration.

Conclusion: The application for reference of the disputes to arbitration was rightly dismissed, and the oppression and mismanagement petition was permitted to proceed before the Board.

Final Conclusion: A petition raising company-management grievances cannot be referred wholesale to arbitration where the company is not a party to the arbitration agreement and the disputes are not entirely covered by the contractual clauses.

Ratio Decidendi: Reference to arbitration under Section 45 is unavailable where there is no commonality of parties and the disputes include matters outside the arbitration agreement, particularly when a non-signatory company cannot be compelled to join the arbitration.

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