Riemen Solution Pvt. Ltd. v. Swiggy Ltd.

What happened

Riemen Solution Private Limited and Swiggy Limited entered into a Call Centre Services Agreement on 9 December 2021, and when disputes arose the petitioner sent e-mails, and on receiving no satisfactory reply invoked the arbitration clause by a notice of 2 September 2025 under section 21 of the Arbitration and Conciliation Act, 1996, which Swiggy rejected, so that the petitioner applied under section 11(6) for a sole arbitrator under clause 14(viii). The clause provides that disputes shall be mutually resolved, and if not resolved within 30 days of a written notice of the dispute, the matter shall, if mutually agreed upon by the parties, be submitted for arbitration under the 1996 Act before a sole arbitrator appointed mutually by the parties, that the award shall be final and binding, that Indian law governs, and that the arbitration proceedings shall be held at Bangalore in English, and the Agreement gives the courts at Bengaluru jurisdiction over disputes arising out of the arbitration. The petitioner argued that the clause uses the words arbitration, sole arbitrator and award, makes the award final and binding, incorporates the Act and fixes the place, so that the intention to arbitrate is plain from a holistic reading, relying on Nagreeka Indcon Products v. Cargocare Logistics. Swiggy argued that the expression if mutually agreed upon qualifies the very submission to arbitration, so that the clause is at best an agreement contemplating a future arbitration agreement, relying on Nagreeka Indcon Products and Jagdish Chander v. Ramesh Chander.

Questions before the court

• Does a clause that says that the matter shall, if mutually agreed upon by the parties, be submitted for arbitration constitute a binding arbitration agreement under section 7?

Why the court ruled this way

The Court reasoned that the clause contemplates two stages, mutual resolution for 30 days and then submission to arbitration, and that the words if mutually agreed upon by the parties come between shall and be submitted for arbitration, so that grammatically and in context the requirement of mutual agreement attaches to the submission itself and not merely to the appointment of the arbitrator (paragraphs 34–42). Had the clause said that the matter shall be submitted for arbitration, there would have been little difficulty, but the Court can neither delete the words nor rewrite the bargain by turning a conditional reference into an unconditional one, and the position falls within the principle in Jagdish Chander, reiterated in Mahanadi Coalfields, BGM and M-RPL-JMCT (JV) and Nagreeka Indcon Products (paragraphs 36–44). The provisions for arbitration under the Act, a sole arbitrator, mutual appointment, finality of the award, Indian law, the place and the language show only the framework that would govern an arbitration if the parties later agreed to it and cannot override the antecedent condition, and there is a material difference between agreeing presently to arbitrate while leaving the appointment to future consent and agreeing that the dispute will be arbitrated only if the parties later agree (paragraphs 45–49). Babanrao Rajaram Pund, which holds that a deficiency of words should not defeat a clause that shows a clear intention to arbitrate, does not help, because here an express qualification makes arbitration depend on further agreement (paragraphs 50–54). The limited inquiry under section 11 does not dispense with the requirement that an arbitration agreement exist, and the issue emerges from the language of the clause without any evidentiary inquiry (paragraphs 55–59). There was no material of any later mutual agreement, so the unilateral invocation by the petitioner cannot make the conditional provision binding (paragraphs 60–65).

Controlling point

A clause that makes the submission of a dispute to arbitration subject to mutual agreement of the parties after the dispute arises is not a presently binding arbitration agreement under section 7, and the court cannot appoint an arbitrator under section 11(6) on its basis.

Order and next steps

The Court answered the point for consideration in the negative and dismissed the petition under section 11(6).

Practical implications

Parties who want arbitration to be mandatory should state that disputes shall be referred to arbitration if not settled and leave only the appointment of the arbitrator to agreement, whereas a clause that makes arbitration depend on mutual agreement after the dispute will not support an application under section 11.

Limits of this ruling

• The Court decided only that the clause is not a binding arbitration agreement and found no material of a later agreement to arbitrate; it did not decide the underlying disputes under the services agreement, which the parties may pursue elsewhere or submit to arbitration by agreement.