Arbitration agreement requires clear intent and neutral adjudication; internal mediation clauses do not become arbitration by finality wording.

A contractual dispute resolution clause constitutes arbitration only if it shows a clear mutual intent to arbitrate and creates a binding adjudicatory process with neutrality, independence and party autonomy in appointing the decision-maker. A clause titled mediation, omitting any reference to arbitration or an arbitrator, referring disputes to a Commissioner or MCD officer, and leaving appointment under MCD control does not satisfy those requirements. Written submissions and document review alone, without the features of an adversarial hearing, evidence or cross-examination, are insufficient. Final and binding wording does not by itself convert such a clause into arbitration.

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Issues: Whether Article 20 of the Concession Agreements constituted a valid arbitration agreement between the parties.

Analysis: A valid arbitration agreement requires a clear mutual intent to submit disputes to arbitration, a binding adjudicatory process, and procedural attributes consistent with arbitral norms, including neutrality, independence, and party autonomy in the appointment of the decision-maker. Article 20 was titled as mediation, did not use the words arbitration or arbitrator, referred disputes to the Commissioner or an officer of MCD, and left appointment entirely under MCD control. The procedure contemplated written submissions and document review, not an adversarial adjudication with oral hearing, evidence, or cross-examination. The expressions final and binding in two agreements did not convert the clause into arbitration because finality alone is insufficient without the essential attributes of arbitration.

Conclusion: Article 20 did not constitute an arbitration agreement under the Arbitration and Conciliation Act, 1996.

Final Conclusion: The High Court orders treating the clause as arbitration were set aside in the two matters where arbitration had been directed, and the order refusing arbitration in the third matter was sustained, leaving the parties free to pursue other remedies available in law.

Ratio Decidendi: A contractual dispute resolution clause amounts to arbitration only if it evinces a clear intent to arbitrate and provides for a neutral, independent, and binding adjudicatory mechanism; a clause framed as mediation or internal departmental decision-making does not become arbitration merely because the decision is stated to be final and binding.

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