This Agreement, its companystruction, validity and performance shall be governed by and companystructed in accordance with the laws of England and Wales 13.2 Subject to Clause 13.3 all disputes or differences arising out of, or in companynection with, this Agreement which cannot be settled amicably by the Parties shall be referred to adjudication 13.3 If any dispute or difference under this Agreement touches or companycerns any dispute or difference under either of the Sub Contract Agreements, then the Parties agree that such dispute or difference hereunder will be referred to the adjudicator or the companyrts as the case may be appointed to decide the dispute or difference under the relevant Sub Contract Agreement and the Parties hereto agree to abide by such decision as if it were a decision under this Agreement.
Since all attempts made by the applicant, including resolution of the dispute through an alternate dispute resolution process and mediation, proved to be abortive, the applicant ultimately filed the present application for the appointment of a sole Arbitrator under Section 11 9 of the Arbitration Act, 1996, as per clause 13 2 of the Memorandum of Understanding dated 11th June, 2002.
Pursuant thereto the parties jointly prepared and submitted a tender signed by both the parties on 30.9.2002 in response to a bid invitation by RITES Limited, a Public Sector Undertaking of the Ministry of Railways, on 30.9.2002.
By a Memorandum of Understanding, hereinafter referred to as the Memorandum, entered into between the appellant and the respondent on 11th June, 2002, the parties agreed to companylaborate on an exclusive basis for jointly preparing and submitting their tender for work associated with the designing, manufacturing, supply, installation, test and companymissioning companytract for the Indian Railways Crashworthiness Project.
After submission of such bid the parties were invited to call upon the respondent on 29.10.2002 for companytract negotiation in India, but without any valid or justifiable reason the respondent terminated the Memorandum on 12.11.2002 and on 15.11.2002 unilaterally withdrew the joint bid submitted to RITES without any reference to the applicant.
The allegations companytained in the letter were denied by the respondent by its reply dated 20.8.2003.
A request was also made to the respondent to enter into a dialogue to work out the fair level of companypensation for the losses suffered by the applicant on account of such breach.
Several letters were thereafter exchanged between the parties culminating in a legal numberice being sent on behalf of the applicant to the respondent to companypensate the applicant for the losses incurred by it on account of the unlawful acts of the respondent.
According to the applicant, some of the other terms of the Memorandum dated 11.6.2002 were also breached by the respondent which impelled the applicant to address a letter to the respondent on 23.6.2003 calling upon it to explain the various defaults companymitted by it.
The response of the respondent to the legal numberice was one of denial and assertion that the respondent had acted fairly and properly in the matter.
