India: Bombay High Court: Non-Signatories Bound By Arbitration Agreement

Last Updated: 17 November 2014
Article by Varuna Bhanrale and Sahil Kanuga

Bombay High Court:

  • Holds that in an arbitration agreement between two groups, group entities which are not signatories to the agreement may also be made party to the arbitration agreement if they are referred to in the contract.
  • Reiterates that an arbitration agreement ought to be construed in a broad and common sense manner.
  • Reiterates that the arbitration agreement should be interpreted having regard to words and phraseology therein and no term / phrase should be treated as meaningless, especially if they are consistent with the other parts of the agreement. 


The Division Bench of the Bombay High Court ("Court") has, in the case of Rakesh S. Kathotia and Anr. v. Milton Global Ltd. and Ors. 1, liberally and purposefully interpreting an arbitration agreement, has held that group entities (who are referred to in but are non-signatories to an agreement) will be bound by the terms of the arbitration agreement.


Under a Joint Venture Agreement ('JVA'), the 'Subhkam Group' and 'Vaghani Group' constituted 'Milton Global Limited' as a Joint Venture Company ("JVCo"). The management of the JVCo was vested in a Board of Directors to be appointed by 'Subhkam Group' and 'Vaghani Group', holding 49.99% and 50.01%, respectively, of the total issued and paid up capital of the JVCo.

Under the JVA, the definition of the 'Subhkam Group' included "such other entities controlled by him or his immediate relatives or his group companies directly or indirectly". Similarly, the definition of the 'Vaghani Group' included "...and their immediate relatives taken together and such other entities controlled by them or their immediate relatives directly or indirectly".

Disputes arose between the parties when the Appellants alleged that the Respondents were carrying on a competitive business set up by the Respondents through Hamilton Housewares Pvt. Ltd. The Subhkam Group approached the Court to seek certain interim reliefs under Section 9 of the Arbitration and Conciliation Act, 1996 ("Act").

The Section 9 petition was dismissed by the Learned Single Judge of the Court on the ground that the identities of the parties to the arbitration agreement under the JVA and identities of the parties to the Section 9 application were not the same. The order of the Learned Single Judge was carried in appeal before the Division Bench.


Interpretation of Arbitration Agreements

The Court reiterated that an arbitration agreement ought to be construed in a broad and common sense manner. A commercial document should be interpreted having regard to words and phraseology therein and no term / phrase should be treated as meaningless, especially if they are consistent with the other parts of the agreement. In case of ambiguity, the intention of the parties should be determined and honoured to the extent possible.

It was observed that the legislative intent of the Act was to encourage arbitration. In accordance with the same, it was held that the aforesaid principles were required to be applied to the JVA and the arbitration agreement therein.

Identity between the Parties to the Arbitration Agreement and the Section 9 Petition

The Court observed that the JVA made elaborate references to the 'Vaghani Group' and the 'Subhkam Group' and authorized representatives had been appointed for both the groups. The JVA specifically stated that while there were multiple parties, they belonged to either the Vaghani Group or the Subhkam Group.

The Court observed that the JVA was entered into between the 'Vaghani Group' and the 'Subhkam Group', and not between specific individuals and / or entities. Thus, the immediate relatives and the entities controlled by the respective groups (who were admittedly not signatories to the JVA), were also held to be bound by the terms of the JVA.

Although the 'group of companies doctrine' (as accepted by the Supreme Court of India in Chloro Controls 2) was briefly discussed, it was not applied by the Court. The Court held that the JVA was unambiguously between the whole of the Vaghani Group and Subhkam Group, including the entities who were not signatories to the JVA.

Interestingly, after determining that the Section 9 petition was, in fact, maintainable on the ground of identities of parties, the Court rejected the application on merits.


In the present case, the Court once again has indicated that the intention of the parties to arbitrate is paramount. The Court has favoured a liberal and broad interpretation of arbitration agreements, to ensure that parties' intention to arbitrate is not frustrated on mere technicalities and red-tape.

Liberal interpretation has, in the peculiar facts of this case, been extended to include the non-signatory related entities of a company / person, which may be considered as parties to an arbitration agreement and thus, bound by the dispute resolution mechanism without even being signatories.

Parties should observe caution while entering into agreements containing an arbitration agreement and consciously determine if they desire to bind their related parties/group entities to the agreement. Potential misuse of this view is also possible where it may be attempted to drag non-signatories into arbitration.

We expect this judgment to be taken up to the Supreme Court of India.


1. Appeal no 366 of 2014 in Arbitration Petition No. 66 of 2014

2. Chloro Controls(I) P. Ltd v. Severn Trent Water Purification, (2013) 1 SCC 641

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Varuna Bhanrale
Sahil Kanuga
In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.