Das Gupta, C.J. - (1.) THE main question for decision in this appeal against an order of Ray, J., allowing an application, under Section 34 of the Arbitration Act for the stay of a suit, is whether the agreement as contained in the arbitration clause in the contract, in respect of which the suit was brought, is void and unenforceable because of vagueness and uncertainty. THE clause is in these words : "All disputes and questions whatsoever which shall arise between the parties hereto out of or in connection with this agreement or as to the construction or application thereof or the respective rights and obligations of the parties hereunder or as to any clause or thing herein contained or any account or valuation to be made hereunder or as to any other matter in any way relating to these presents shall be referred to arbitration in accordance with the rules of the Miliowners' Association. Bombay, for the time being in force regulating arbitrations with respect to piecegoods." According to the plaintiff who resisted the application for stay, the agreement was void for uncertainty the uncertainty being the result of the use of the words in the concluding portion of the clause, namely, "shall be referred to arbitration in accordance with the rules of the Miliowners' Association, Bombay, for the time being in force regulating arbitrations with respect to piecegoods." THE main contention, on which it was urged before the learned Judge and also here that these words introduced an element of uncertainty and vagueness, is that the phrase "in accordance with the rules of the Mill-owners' Association, Bombay," really modifies the verbal verb (sic) "shall be referred". It is said that if the rules of the Miliowners' Association, Bombay, do not contain any provision as regards how a reference shall be made, an agreement to make a reference in accordance with the rules of the Miliowners' Association--which, it is stated was meant by the words used--will be uncertain as it will not be known in accordance with what rules the reference should be made. It is proper for me to mention that in the facts of this particular case, this argument is of little avail as turning to the rules of the Mill-owners' Association, Bombay, a copy of which is in the paper book, we find that Rules 7(a), and (b) provide for the mode of appointment of arbitrators. It is reasonable in my mind to hold that when a party to a dispute appoints an arbitrator, he is hereby, by the very act of appointment of the arbitrator, also referring the dispute to the arbitrator. A reasonable construction of Rules 7 (a) and (b) of these Rules, therefore, justifies in my opinion the conclusion that these Rules do provide for a reference to arbitration. THE basis of the argument that once the clause is interpreted so as to mean that the reference has to be made in accordance with the Rules of the Miliowners' Association, Bombay, the agreement becomes unenforceable because of uncertainty, therefore disappears.
(2.) ASSUMING, however, the Rules did not contain any provision as regards the mode how a reference to arbitration should be made and assuming also that the result of that would be that a reference could not be made in accordance with the Rules, it should, I think, be the attempt of anybody trying to interpret the clause to see if on a reasonable interpretation some other meaning could be attached to the words used--some meaning which would instead of frustrating the obvious intention of the parties give effect to it. In my opinion, such an interpretation is not only possible but reasonable. The relevant words we have to consider are "shall be referred to arbitration in accordance with the Rules of the Miliowners' Association, Bombay". Supposing, as I have for the purpose of argument, that the words "reference has to be made in accordance with the Rules of the Miliowners' Association, Bombay," make the agreement unenforceable because of uncertainty, it seems to me clear and reasonable to read into these words the meaning that "the reference will be to arbitration and the arbitration will be in accordance with the Rules of the Miliowners' Association, Bombay." The words used are quite apt to give expression to such an intention that "the disputes shall be referred to arbitration and that the arbitration will be in accordance with the rules of the Miliowners' Association." That this is a very reasonable interpretation appears further clear from the fact that the preamble of the Rules clearly states that these Rules have been framed "for the conduct of such arbitration." I have no hesitation in holding that these words "the following rules have been framed for the conduct of such arbitrations" were in the Preamble at the date of the contract. If we bear, in mind that the parties to the contract, who were spealding of certain rules, must be supposed to have known that these rules had been framed for the conduct of such arbitrations, it will be proper to think that when they were speaking of reference to arbitration "in accordance with the rules * * e", they were thinking of the rules in so far as they provided for the conduct of such arbitrations. That is a good reason for holding that by using the words "shall be referred to arbitration in accordance with the rules of the Millowners' Association, Bombay," the parties meant two things--that there should be a reference to arbitration and, secondly that that arbitration should be in accordance with the rules of the Millowners' Association. The agreement was on both these matters. There was thus a complete and concluded agreement to refer to arbitration. The addition of the words to mean that the arbitration shall be held in accordance with the rules of the Millowners' Association, cannot make the agreement to refer to arbitration, as mentioned in the previous words, invalid in any way.
(3.) IT was next argued that the use of the words "for the time being in force" has at least made it uncertain as to what rules they had agreed upon. Even if there had been any doubt about the meaning which should properly be attached to these words, I would have been unable to think that the parties themselves had not a clear meaning in their own minds when these words were used. find, however, no reason to think that the meaning of these words is not clear. On a purely grammatical construction I would have no hesitation to say that by the use of the words "for the time being in force" qualifying the word "rules", the parties intended that the Rules, which will be in force at the time when the reference shall be made, would be applicable. The meaning of these words is in my opinion clear and the argument that the use of these words has made the agreement uncertain must, therefore, fail.;