Authority: High Court of Judicature at Bombay, Commercial Division (Judge Amit Borkar, J.)
Order Date: 17 September 2026
Case Overview
- Applicant: Citrus Solutions Private Limited; Respondents: Digital Live Services (proprietorship), Digital Live Solutions Limited, and Mr Mudit Gupta.
- Dispute stems from a Supply Agreement dated 16 July 2024 for Microsoft digital license keys intended solely for educational use.
- Applicant alleges an outstanding amount of Rs 49,07,753 plus interest at 18% per annum, claiming payment was not made despite a 100% advance payment clause.
- The Agreement contains an arbitration clause (Clause 10) mandating arbitration for disputes between the “Parties” (Citrus Solutions and Digital Live Services) with seat in Mumbai.
- Applicant sought to join Respondent 2 and Mr Gupta in arbitration, citing common management and invoice issuance, but they were not signatories to the Agreement.
- The Court examined whether non‑signatories had consented to be bound by the arbitration agreement, applying Supreme Court precedents (Cox & Kings) that require a prima‑facie basis of consent.
- It found no sufficient evidence that Respondent 2 or Mr Gupta had accepted the arbitration clause; common management alone was inadequate.
Final Outcome
- The arbitration agreement is recognized only between Citrus Solutions and Digital Live Services; Respondents 2 and 3 are excluded.
- Mr Jash Gandhi is appointed as the sole arbitrator to adjudicate the dispute between the applicant and Respondent 1.
- The parties must cooperate with the arbitrator, provide statutory disclosures, share contact details, and bear arbitration costs equally.
- All substantive issues, including the claim amount, interest, and alleged breaches, remain open for determination by the arbitral tribunal.
Topics: Arbitration, Supply Agreement Dispute