Authority: Supreme Court of India, Civil Original Jurisdiction

Order Date: 08 October 2026

Case Overview

  • Petitioners: Shubham Equipment Private Limited (SEPL) and its promoter Mr. Sunil Suresh Uplap; Respondents: Rothwell Water Company Limited (RWCL), its President Mr. Keonho Lee, and subsidiary Rothwell Business International Private Limited (RBIPL).
  • Core agreements: (i) Technical Collaboration Licence Agreement dated 30.01.2019 granting SEPL an exclusive, royalty‑bearing licence to RWCL patents; (ii) Joint Venture Agreement and Share Holding Agreement (JVA) dated 01.10.2021 creating Rothwell Water (India) Private Limited (RWIPL) and containing Arbitration Clause Article 43 (Mumbai, English, final award); (iii) Memorandum of Understanding (MoU) dated 01.02.2023 for SEPL to provide liaison, customs, logistics services to RWCL, with Clause 9 arbitration (Mumbai, English).
  • Subsequent contracts: Sub‑contract with JWIL Infra Ltd dated 24.10.2022; procurement of decanter systems worth Rs 15,27,72,420 under the MoU.
  • Termination notice: On 11.10.2024 SEPL, via Mr. Uplap, served notice terminating the JVA alleging (a) incorporation of RBIPL in breach of JVA non‑compete Article 24.1, (b) business loss due to project rejections, (c) deliberate delays by RWCL, and (d) claim of Rs 4,24,35,647 for costs incurred on behalf of RWCL under the MoU, plus demand of Rs 20,00,00,000 for alleged business loss.
  • RWCL’s reply (28.10.2024) disputed the claim, asserted the dispute falls under the Licence Agreement’s arbitration clause (Seoul, Korean law), and sought amicable settlement.
  • Arbitration notices: SEPL issued notices of arbitration on 28.11.2024 invoking Article 43 of the JVA and Clause 9 of the MoU. RWCL replied that disputes are governed by Clause 12.1 of the Licence Agreement, which provides arbitration in Seoul.
  • RWCL also issued its own arbitration notice on 08.08.2025 under the Licence Agreement’s Clause 12, claiming exclusivity and questioning RBIPL’s status as a signatory.
  • The Court referred the matter to mediation; mediation failed to produce settlement.
  • Legal arguments: Respondents argued the JVA and MoU are subsumed by the Licence Agreement and that arbitration should occur in Korea; they also contended RBIPL, as a non‑signatory, is not bound. Petitioners argued the JVA and MoU are independent contracts (citing Article 25 of JVA and Clause 10.8 of MoU) and that RBIPL, being a wholly‑owned subsidiary of RWCL, is a necessary party to the arbitration.
  • The Court examined the contractual hierarchy, noting that the Licence Agreement, JVA, and MoU operate in distinct fields (licensing of patents, joint‑venture operations, and service liaison respectively) and that the arbitration clauses in the JVA and MoU expressly supersede prior agreements for their subject matters.
  • Applying Section 11(6‑A) of the Arbitration and Conciliation Act, 1996, the Court affirmed the prima facie existence of arbitration agreements in the JVA and MoU and ordered reference to arbitration.
  • The Court held that disputes arising exclusively under the JVA and MoU are to be resolved under their respective arbitration clauses (Mumbai, English) and not under the Licence Agreement’s Korea clause.
  • Regarding RBIPL, the Court observed that as a wholly‑owned subsidiary of RWCL and allegedly incorporated in breach of the JVA, its involvement is a matter for the appointed arbitrator to adjudicate.

Final Outcome

  • The Supreme Court allowed the arbitration petitions and appointed Hon’ble Justice Ramesh Deokinandan Dhanuka (Former Chief Justice of Bombay High Court) as the Sole Arbitrator.
  • The arbitrator may fix his own remuneration/fees.
  • No order as to costs was made.

Topics: Arbitration, Joint Venture Dispute