2025 (5) TMI 1445 - SC - Indian Laws

Arbitration petition under Section 11 settled amicably, impugned order set aside as redundant

M/s NEEL DEVELOPERS Versus M/s PANVEL MEDICAL RESEARCH CENTRE

The SC disposed of an application under Section 11 of the Arbitration and Conciliation Act, 1996 concerning disputes from a leave and license agreement. ... Application filed under Section 11 of the Arbitration and Conciliation Act, 1996 - resolve disputes arising out of the leave and license agreement with the respondent licensee - HELD THAT:- We are happy to note that the parties paid heed to our suggestion to resolve the dispute amicably. The dispute has been settled. The parties are directed to abide by the terms and conditions as contained in the deed of settlement. Thus, nothing further is required to be adjudicated. In view of the settlement arrived at between the parties, the impugned order of the High Court would also not survive, and the same is set aside. In the aforesaid, the petition stands disposed of in the above said terms. The core legal issues presented and considered in this matter primarily revolve around the following questions:1. Whether the petitioner, as licensor, is entitled under the Arbitration and Conciliation Act, 1996, specifically Section 11, to have an arbitrator appointed to resolve disputes arising out of the leave and license agreement with the respondent licensee.2. The scope and extent of the licensee's liability to pay arrears of license fees and charges related to amenities under the leave and license agreement.3. The enforceability and terms of possession handover of the licensed premises as stipulated in the agreement.4. The resolution of disputes regarding statutory dues, including property tax obligations, and the rights and obligations of the parties concerning amenities, fixtures, and improvements made by the licensee on the licensed premises.5. The legal effect and implications of a settlement agreement reached between the parties, including withdrawal of complaints and quashing of FIRs related to the dispute.Issue-wise Detailed Analysis:1. Appointment of Arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996The petitioner sought appointment of an arbitrator under Section 11 of the 1996 Act to resolve disputes arising from the leave and license agreement. The High Court, however, rejected the petition for appointment of an arbitrator. The legal framework here involves the Arbitration and Conciliation Act, 1996, which provides a mechanism for appointment of arbitrators when parties fail to agree on one, especially in commercial disputes.The Court noted that the High Court's reasons for rejecting the Section 11 petition were significant and influenced the approach towards resolving the dispute. The Court encouraged the parties to attempt amicable settlement rather than protracted litigation or arbitration, reflecting judicial preference for dispute resolution outside courts where feasible. The Court's reasoning emphasized pragmatism and the parties' willingness to negotiate, rather than strict adjudication of the arbitration appointment issue.2. Liability for License Fee and Amenities ChargesThe dispute involved the license fee arrears and additional claims related to amenities purportedly provided by the licensor. The respondent licensee offered to pay Rs. 2.59 crore towards arrears, while the petitioner claimed approximately Rs. 5.5 crore. The Court's intervention facilitated negotiation, leading to a settlement amount of Rs. 3 crore as full and final payment towards all claims, including arrears.The legal principle applied here involves contractual interpretation of the leave and license agreement terms on payment obligations. The Court's approach balanced the parties' competing claims, encouraging compromise rather than strict enforcement of contested amounts. The settlement explicitly excluded liability for any other charges beyond the agreed license fee and statutory dues, clarifying the scope of financial obligations.3. Possession and Handover of Licensed PremisesThe agreement stipulated possession handover by 14 October 2028. The settlement reinforced this timeline, with the respondent undertaking to vacate and hand over peaceful possession of the entire licensed premises by that date. The Court underscored the binding nature of this undertaking, ensuring certainty and finality regarding possession rights.The parties also agreed on conditions concerning removal or retention of amenities and improvements made by the licensee, including a mechanism for valuation and payment if the licensor chose to retain such fixtures. This aspect reflects equitable treatment of property improvements under lease/licence law, balancing rights of the licensor and licensee.4. Statutory Dues and Property Tax ObligationsThe settlement addressed the licensee's liability for statutory dues, specifically property tax payable to the Panvel Municipal Corporation up to March 2025 and continuing thereafter until October 2028. The licensee agreed to pay Rs. 33.6 lakhs towards arrears and to continue paying property tax regularly on receipt of bills forwarded by the licensor.This arrangement clarified statutory obligations, ensuring compliance with municipal regulations and avoiding future disputes on tax liabilities. The Court's acceptance of these terms reflects the importance of clear allocation of statutory duties in lease/licence arrangements.5. Withdrawal of Complaints and Quashing of FIRThe parties agreed to withdraw all allegations and complaints made against each other before various authorities. Furthermore, the settlement included a provision for quashing an FIR registered against the petitioner and/or its partners, contingent on the petitioner filing an appropriate application and the respondent providing affidavits of consent.This aspect highlights the interplay between civil disputes and criminal proceedings, with the Court facilitating resolution through mutual withdrawal and quashing to prevent multiplicity of litigation and harassment. The Court's role in endorsing such settlement terms underscores judicial encouragement of comprehensive dispute resolution.6. Renewal of Licenses and CooperationThe petitioner agreed to provide no-objection certificates and cooperate with the respondent for renewal of hospital registration/license related to the premises, ensuring uninterrupted operation until the possession handover date. This undertaking reflects practical considerations in commercial tenancy disputes, safeguarding ongoing business interests.Significant Holdings:'We are of the view, more particularly, having regard to the reasons assigned by the High Court while rejecting Section 11 petition, that the petitioner licensor may consider to accept the amount of Rs.2.59 crore as offered by the respondent licensee and put an end to this litigation for the present.'This statement encapsulates the Court's preference for amicable settlement over contentious arbitration proceedings.'The parties are directed to abide by the terms and conditions as contained in the deed of settlement.'This underscores the binding nature of the consent order and the enforceability of settlement terms agreed upon before the Court.'In view of the settlement arrived at between the parties, the impugned order of the High Court would also not survive, and the same is set aside.'The Court's decision to set aside the High Court's order rejecting the arbitration petition reflects the overriding effect of the settlement, rendering prior judicial determinations moot.Core principles established include:The judiciary's encouragement of amicable dispute resolution, particularly in commercial license agreements, to avoid protracted litigation or arbitration.The enforceability and finality of consent settlements recorded before the Court, which supersede prior contested claims and orders.The importance of clear contractual terms regarding license fees, statutory dues, possession rights, and treatment of property improvements to minimize future disputes.The Court's role in facilitating comprehensive dispute resolution, including withdrawal of complaints and quashing of criminal proceedings related to civil disputes.Final determinations on each issue were resolved through the consent order, with the parties agreeing on payment of Rs. 3 crore towards all claims, payment of statutory dues, possession handover by 14 October 2028, withdrawal of complaints, and cooperation on license renewals. The Court disposed of the petition accordingly, setting aside the High Court's earlier order and directing compliance with the settlement terms.