INTEGRATED SALES SERVICES LIMITED Vs. ARUN DEV S/O GOVINDVISHNU UPPADHYAYA
LAWS(BOM)-2017-1-2
HIGH COURT OF BOMBAY
Decided on January 04,2017

Integrated Sales Services Limited Appellant
VERSUS
Arun Dev S/O Govindvishnu Uppadhyaya Respondents

JUDGEMENT

A.S.CHANDURKAR,J. - (1.) This appeal filed under Section 50 (1) (b) of the Arbitration & Conciliation Act, 1996 [hereinafter referred to as "the said Act"] takes exception to the judgment of learned Single Judge dated 18th April, 2016 in Misc. Civil Application No. 1319 of 2015 to the extent it holds that the Award dated 28th March, 2010 passed by the International Arbitration Tribunal is not enforceable in India against the respondents herein. Facts
(2.) On 18th September, 2000, a Representation Agreement was entered into between Integrated Sales Services Ltd. [ISSL], a Company based in Hongkong ­ the appellant herein and DMC Management Consultants Ltd [DMC MCL], a Company whose principal business address was stated to be at Nagpur. As per this Agreement, ISSL as the Representative was to assist DMC MCL ­ the Company to sell its goods and services to prospective customers and in consideration thereof, was to receive commission. This Agreement was made subject to laws of the State of Missouri, USA. As per Clause 8 (d) (ii) of the Representation Agreement, in case of disputes, the same were to be referred to a sole arbitrator to be appointed by agreement between the parties or failing such agreement, to be appointed according to the rules of the American Arbitration Association.This Agreement was signed by Mr. Terry L. Peteete as Director of ISSL and Mr. Rattan Pathak as Managing Director of DMC MCL. This Agreement, which came into force on 3rd October, 2000, came to be subsequently amended by the parties. As per said amendment, the rates of commission were varied and the amended agreement was to be adjudicated under Hongkong law. This amended agreement was signed by Mr. Terry L. Peteete on behalf of ISSL and Mr. Arun Dev Upadhyaya on behalf of DMC MCL - respondent no.1 herein. Thereafter, there was a further amendment to the Representation Agreement and it was agreed that the first amendment had become null and void and that the original agreement executed between the parties would continue to operate.It was further agreed that the agreement would be subject to laws of the State of Delaware, USA, by amending Clause 8 (d) (1) of the Representation Agreement.
(3.) Thereafter certain disputes arose between the parties. According to the appellant, ISSL had brought two prospective customers, namely Med Quist Transcriptions Ltd. and Assist Med Inc. According to ISSL, the respondent no.1 had formed DMC Global Inc [DMCG] as a Corporation for getting tax advantages. With a view to avoid payment of commission to ISSL, DMC MCL executed contracts with Gemini Bay Consulting Ltd [GBC] and Gemini Bay Transcription Pvt. Ltd [GBT]. On this basis, ISSL invoked the arbitration clause and claimed various reliefs against DMC MCL, DMCG, the respondent no.1 herein, GBT and GBC. In response to the aforesaid proceedings, the respondent no.1 submitted his statement taking the stand that the respondent no.1 was not a signatory to any agreement entered into between DMC MCL and ISSL. It was stated by the respondent no.1 that only in his capacity as a Director of DMC MCL, there was a dealing with ISSL.It was stated that the respondent no.1 could not be identified as "alter ego" of DMC MCL.;


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