Case Note & Summary
Shailesh R. Gandhi, Bela S. Gandhi, and Vadilal Dairy International Limited (formerly Super Milk Makers Private Limited) filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996, seeking interim protection of rights they claimed to have enjoyed for 33 years under a family settlement dated 30 March 1993. The settlement divided the Vadilal business between the Bombay Group (petitioners) and the Ahmedabad Group (represented by various respondents). Petitioners contended they were given exclusive rights to manufacture and sell ice cream and other products under the 'Vadilal' brand in specified areas including Maharashtra, Goa, Karnataka, Kerala, Andhra Pradesh, and Telangana. They alleged that recent actions of the respondents created apprehension of interference with their ongoing business, which they had carried on for over three decades through petitioner No. 3. They invoked Clause 10.1 of the Memorandum of Agreement dated 30 March 1993, which provided for arbitration under the Indian Arbitration Act, 1940, and stipulated that jurisdiction would lie with the territory of the party not causing the arbitration need. Petitioners argued that Mumbai was the seat and this Court had jurisdiction. The respondent side included numerous family members and companies such as Vadilal International Private Limited, Vadilal Industries Limited, and Vadilal Industries USA Inc., with the latter having initiated proceedings in the United States. The petition was heard by Justice Amit Borkar, and judgment was reserved on 24 June 2026 and pronounced on 30 June 2026. The Court considered the scope of Section 9, the relationship between the Memorandum of Agreement, Branding Agreement, Irrevocable Power of Attorney, and Registered User Agreement as a composite family settlement, and issues of territorial jurisdiction under Clause 10.1. It also examined the effect of termination of the Registered User Agreement during pendency, and the applicability of the group of companies doctrine to non-signatories such as respondent Nos. 17 and 18. After weighing prima facie case, balance of convenience, and irreparable injury, the Court issued operative directions and interim relief, the details of which are not fully captured in the provided text but likely involved protective orders preserving the petitioners' business rights pending arbitration. (Paras 1-8, 210-211)
Issue of Consideration
Whether the petitioners are entitled to interim measures under Section 9 of the Arbitration and Conciliation Act, 1996 to protect their exclusive rights to manufacture and sell ice cream and related products under the 'Vadilal' brand in specified territories, pending constitution of the arbitral tribunal and resolution of disputes arising from the 1993 family settlement and related agreements.
Law Points
- Interim measures under Section 9 of the Arbitration and Conciliation Act
- 1996
- preservation of rights under family settlement
- scope of arbitration clause in composite family arrangements
- jurisdiction determined by seat of arbitration as agreed in Memorandum of Agreement
- applicability of group of companies doctrine to non-signatories
- balance of convenience and irreparable injury in business protection cases
Case Details
2026 LawText (BOM) (06) 78
Commercial Arbitration Petition (L) No. 18386 of 2026
Mr. Mustafa Doctor, Mr. Rohaan Cama, Mr. Hiren Kamod, Ms. Spenta Kapadiya, Mr. Kyrus Modi, Mr. Faraz Alam Sagar, Mr. Surya Sambyal, Ms. Aarti Abhjyankar, Ms. Aditi Goyal, Ms. Urja Dhapre, Mr. Prateek Ayyappan, Mr. Venkatesh R. Dhond, Ms. Shalaka Patil, Mr. Ankit Pathak, Mr. Amaan Rahman, Mr. Harsh Khanchandani, Mr. Shyam Kapadia, Mr. Shiraz Rustomjee, Mr. Prattek Pai, Mr. Zal Andhyarujina, Mr. Ativ Patel, Ms. Viloma Shah, Mr. Harshad Vyas, Mr. Viraj Raiyani
Shailesh R. Gandhi, Bela S. Gandhi, Vadilal Dairy International Ltd.
Late Ramchandra R. Gandhi, Late Bhantumiben R. Gandhi, Virendrabhai R. Gandhi, Ilaben V. Gandhi, Rajesh R. Gandhi, Mamataben R. Gandhi, Dharini V. Gandhi, Khevna V. Gandhi, Nilaben R. Modi, Late Nitaben P. Surti, Late Ushaben N. Modi, Nayanaben S. Choksi, Devanshu L. Gandhi, Late Pushpaben L. Gandhi, Harshaben V. Gandhi, Late Sharmishtaben P. Surti, Vadilal International Private Ltd., Vadilal Industries Ltd., Vadilal Industries USA, Inc.
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Nature of Litigation
Arbitration petition under Section 9 of the Arbitration and Conciliation Act, 1996 seeking interim protection of contractual and proprietary rights pending arbitration.
Remedy Sought
Interim protection to prevent respondents from interfering with petitioners' business of manufacturing, selling, and marketing ice cream and other products under the 'Vadilal' brand in specified territories, pending constitution of the arbitral tribunal.
Filing Reason
Petitioners claimed that respondents' recent actions created an apprehension of interference with their long-standing exclusive business rights under the 1993 family settlement, potentially disrupting a business carried on for over 33 years.
Issues
Whether the Memorandum of Agreement dated 30 March 1993 is the parent agreement governing the family settlement.
Whether the arbitration clause in Clause 10.1 of the Memorandum of Agreement extends to the Branding Agreement, Irrevocable Power of Attorney, and Registered User Agreement.
Whether non-signatories (Respondent Nos. 17 and 18) can be bound by the arbitration agreement under the group of companies doctrine.
Whether Mumbai is the seat of arbitration and whether this Court has territorial jurisdiction under Clause 10.1.
Whether the petitioners have a prima facie case, balance of convenience, and irreparable injury justifying interim relief under Section 9.
Submissions/Arguments
Petitioners argued they have exclusive rights under the 1993 family settlement and related agreements, and respondents' actions threaten to disturb their 33-year-old business; they invoked Clause 10.1 for arbitration and claimed Mumbai as the seat.
Respondents’ contentions not fully detailed in the excerpt, but the index indicates submissions on behalf of Respondent Nos. 3 to 8, 13, and 18 covering issues such as jurisdiction, nature of agreements, and entitlement to interim relief.
Judgment Excerpts
The petitioners have filed this petition under Section 9 of the Arbitration and Conciliation Act, 1996 read with Section 10 of the Commercial Courts Act, 2015.
Under that settlement, they were given exclusive rights to manufacture and sell ice cream and some other products under the brand name "Vadilal" in certain specified areas, including the State of Maharashtra.
They, therefore, submit that under the agreed terms, jurisdiction would lie with the Court within the territory where the petitioners are situated, namely Bombay or Mumbai.
Procedural History
Petition filed under Section 9; arguments heard by Justice Amit Borkar; judgment reserved on 24 June 2026 and pronounced on 30 June 2026.
Acts & Sections
- Arbitration and Conciliation Act, 1996: Section 9
- Commercial Courts Act, 2015: Section 10
- Indian Arbitration Act, 1940:
