Authority: High Court of Judicature at Bombay

Order Date: September 17, 2026 (pronounced); Reserved on September 11, 2026

Case Overview

  • Parties: Applicant – Executive Ship Management Private Limited (ESM Pvt Ltd); Respondents – Smruti Sajan Kumbalaparambil (the Trainee) and her father (the Guarantor).
  • Underlying Agreement: An Agreement‑cum‑Indemnity Bond dated 11 November 2021 between Executive Ship Management Pte. Ltd. (Singapore) (the “Company”), the Trainee, and the Guarantor. The agreement required an 18‑month training period followed by 36 months of sea service, divided into six contracts, with expenses borne by the Company. A liquidated‑damage clause stipulated Rs 10,00,000 payable by the Trainee (and jointly by the Guarantor) for breach.
  • Service Record: The Trainee served as “CDT” on MARLIN APATITE (29 Dec 2021 – 12 Jun 2022), FRONT GAULA (18 Oct 2022 – 28 May 2023), and GOLDEN AQUAMARINE (18 Nov 2023 – 18 Jun 2024). She later joined another company without informing the Applicant, which the Applicant deemed a breach.
  • Notice Timeline:
  • 28 Nov 2025 – Applicant sent notice (post & email) demanding Rs 10 lakhs.
  • 18 Dec 2025 – Legal notice issued; returned.
  • 21 Jan 2026 – Courier & email notice invoking arbitration clause, proposing appointment of a sole arbitrator; no response.
  • 4 Mar 2026 – Trainee replied, denying existence of the Agreement but acknowledging employment and sea service; refused payment.
  • 4 Mar 2026 – Applicant reiterated claim and joint‑and‑several liability of both Respondents.
  • Applicant’s Contentions:
  • Claims to be a “veritable party” to the arbitration agreement despite not being a signatory, relying on the definition of “Company” in the Agreement and a Board Resolution dated 9 Jan 2014 authorising ESM Pvt Ltd to act on behalf of ESM Singapore.
  • Argues that the arbitration clause (Clause 10) obliges disputes to be referred to a sole arbitrator appointed by the Company, the Trainee, and the Guarantor, and that the venue is Mumbai.
  • Respondents’ Contentions:
  • Assert that the Agreement was executed solely between ESM Singapore and the Respondents; ESM Pvt Ltd is merely an authorised representative, not a contracting party.
  • Contend that because ESM Singapore is a foreign corporate entity, the arbitration falls under Section 2(1)(f) of the Arbitration and Conciliation Act, 1996, i.e., an international commercial arbitration, which must be dealt with by the Supreme Court under Section 11(12).
  • Emphasise that the Applicant’s own notice (28 Nov 2025) identifies ESM Singapore as the “Principal” seeking recovery.

Legal Analysis

  • The Court examined the Agreement’s signature page, which lists Executive Ship Management Pte. Ltd. (Singapore) as “Party of the First Part.” The Applicant is not named as a party.
  • The definition of “Company” in the Agreement expands to include directors, officers, authorised representatives, assigns, and successors, but the Court held that this does not transform the authorised representative (ESM Pvt Ltd) into a contracting party.
  • The Board Resolution authorises ESM Pvt Ltd to act “on behalf of” ESM Singapore; however, it does not replace ESM Singapore as the contracting party.
  • The Court distinguished between the existence of an arbitration agreement (present) and the identity of the parties to that agreement (ESM Singapore and the Respondents).
  • Applying Section 2(1)(f), the presence of a foreign corporate party (ESM Singapore) makes the arbitration an international commercial arbitration.
  • Consequently, under Section 11(12), jurisdiction to appoint an arbitrator lies with the Supreme Court, not the High Court, regardless of the venue clause fixing Mumbai.
  • The Court noted that the question of whether the Applicant can be treated as a “veritable party” is a matter for the arbitral tribunal or the appropriate forum, not for this jurisdictional determination.

Final Outcome

  • The Arbitration Application under Section 11 of the Arbitration and Conciliation Act, 1996 is dismissed for want of jurisdiction.
  • The arbitration agreement in Clause 10 is held to constitute an international commercial arbitration within the meaning of Section 2(1)(f).
  • The Applicant may approach the Supreme Court for appointment of a sole arbitrator.
  • All substantive contentions on the underlying dispute are left open.
  • The issue of the Applicant’s status as a “veritable party” is reserved for determination by the competent forum.
  • No order as to costs.

Topics: Arbitration Jurisdiction, International Commercial Arbitration