Abhay Manohar Sapre JUDGMENT
Jasti Chelameswar, J.
1. Leave granted.
2. The Appellant herein a company registered under the laws of India and an American company known as North American Coal Corporation (A Delaware Corporation) hereinafter referred to as the 'American company' entered into an agreement dated 1st January, 2009 for mine and development operations hereinafter referred to as "AGREEMENT-I".
3. Under AGREEMENT-I, the American company agreed to provide certain consultancy and other onsite services for a mine to be operated by the Appellant herein in India. Article XII1 of AGREEMENT-I provides for two things - (1) the governing law of the agreement, and (2) resolution of disputes, if any to arise between the parties, by arbitration.
4. Section 12.1 stipulates that (i) the governing law of the agreement shall be the law of the United Kingdom, (ii) the conflict of laws principles of England will have no application while interpreting AGREEMENT-I in accordance with the laws of the United Kingdom. Section 12.2 stipulates the arbitrator, seat of arbitration and the procedure to be followed in the arbitration (i) the arbitration is "to be administered by the International Chambers of Commerce (the ICC)", (ii) the place of arbitration shall be London, (iii) such arbitration shall be conducted in accordance with the commercial arbitration Rules of the ICC, in effect at the time of the arbitration.
5. Article XV Section 15.6 of the AGREEMENT-I provides for assignment:
Article XV Section 15.6. Successors and Assigns. This Agreement may be assigned by NAC to any Affiliate of NAC; with the previous written consent of Reliance, which consent shall not be unreasonably withheld. Without the written consent of NAC, which consent shall not be unreasonably withheld, Reliance shall not assign its rights under this Agreement or cause its obligations under this Agreement to be assumed by any other person. No assignment or other transfer shall release the assignor from its obligations or liabilities hereunder. Any assignment in violation of the foregoing shall be null and void ab initio. This agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
6. On 1.4.2011, the Appellant, the American company and the Respondent herein, which is an Indian Company and a fully owned subsidiary2 of the American company entered into an agreement (hereinafter AGREEMENT-II). By the said agreement, the American company purported to assign3 all its rights and obligations with the consent of the Appellant to the Indian Company with effect from 1.4.2011. A fact which is significant in the context of the questions argued in this appeal is that all the three signatories to the AGREEMENT-II agree that the American company is not relieved of its obligations and liabilities.
7. Disputes arose between the Appellant and the Respondent. The Respondent by its letter dated 23.7.2014 purported to terminate the AGREEMENT-I. Th........