Hon'ble Judges/Coram:
B.R. Gavai and Vikram Nath

JUDGMENT

Vikram Nath, J.

1. These are Review Petitions preferred by Arun Dev Upadhyaya (Review Petitioner) praying for review of the judgment dated 10.08.2021 passed in Civil Appeal Nos. 8345-8346 of 2018 titled Gemini Bay Transcription Pvt. Ltd. v. Integrated Sales Service Ltd. and Anr.¹ whereby the said Civil Appeals filed by the Review Petitioner were dismissed.

2. We have heard Shri Harish N. Salve, Sr. Advocate for the Review Petitioner and Shri Shekhar Naphade, learned Senior Counsel for the Respondent No. 1 and also perused the material on record.

3. Relevant facts of the present litigation giving rise to the present review petitions are briefly summarized hereunder:

3.1. D.M.C. Management Consultants Limited² was incorporated as a public limited company under the Companies Act, 1956 in July 1995. A Representation Agreement was executed on 18.09.2000 to be effective from 03.10.2000 between DMC and Integrated Sales Service Ltd. (Respondent No. 1). The said agreement was signed by Rattan Pathak (Managing Director) on behalf of DMC and Terry L. Peteete, Director on behalf of Respondent No. 1.

3.2. Under the said agreement, Respondent No. 1 was to find customers for DMC on commission basis. Under the terms of the agreement, Respondent No. 1 as the representative was to assist DMC in selling its goods and services to prospective customers and to receive commission in consideration thereof. Further, as per Clause 8(d), any dispute between the two companies was agreed to be subjected to the laws of the State of Missouri, USA and the same were to be referred to a sole Arbitrator appointed by agreement between the parties. Upon failure to agree to Arbitrator, the appointment was to be made according to the Rules of the American Arbitration Association.

3.3. There were two amendments with respect to the Representation Agreement dated 18.09.2000. The first amendment executed in 2005 related to the changes in the rate of commission. This amendment was signed by the review Petitioner Arun Dev Upadhyaya in his capacity as Director of DMC and Terry L. Peteete (Director) on behalf of the Respondent No. 1.

3.4. The second amendment to the Representation Agreement came to be executed on 01.01.2008. It rendered the First Amendment of 2005 as null and void. This amendment also made some changes to the rate of commission and further it made the laws of Delaware applicable to the Representation Agreement. This Amendment was signed by Rattan Pathak (Managing Director) on behalf of DMC and Terry L. Peteete (Director) on behalf of Respondent No. 1.

3.5. The Review Petitioner who was holding the office of Director in DMC tendered his resignation on 31.03.2009. On 22.06.2009, Respondent No. 1 issued a demand for Arbitration to the Review Petitioner under the Commercial Arbitration Rules of the AAA. The statement of claim was also against DMC ........