High Court of KeralaSingle Judge2022-01-03Original petition dismissed

Kerala Football Association (Reg. No. Q 197/89) v. M. Rajeev Kumar; S. Joseph; Thiruvananthapuram District Football Association; Addl.R4 Refek.K.M; Addl.R5 Selvakumar.C

Case / Petition Number:OP(C) No.634 of 2021

Case Details & Bench

Court: High Court of Kerala
Hon'ble Judges: V.G. Arun
Judgment Date: 2022-01-03
Court Decision / Holding: Original petition dismissed. The court held that in the absence of a clear agreement on the seat of arbitration, the Arbitral Tribunal should determine the seat by considering the circumstances, including convenience, and that the seat being Ernakulam cannot be presumed merely from the registered office. With the arbitrator nominated, the seat question is rendered non-critical for the present, and there was no justification for interfering with the impugned district court order. The petitioner's challenge to maintainability was thus rejected.
Final Disposition: Original petition dismissed

Parties to the Case

Appellants / Petitioners

Kerala Football Association (Reg. No. Q 197/89)

Respondents

M. Rajeev Kumar
S. Joseph
Thiruvananthapuram District Football Association
REFEEK.K.M
SELVAKUMAR.C

Legal Representation & Advocates

Counsels for Petitioners

• Praveen K. Joy
• SRI.E.S.SANEEJ
• SRI.M.P.UNNIKRISHNAN
• SMT.M.K.SAMYUKTHA
• SRI.N.ABHILASH
• SHRI.DEEPU RAJAGOPAL
• SRI.T.A.JOY

Counsels for Respondents

• SRI.ANOOP BHASKAR

Case Synopsis & Summary

The case arises from an internal dispute within the Kerala Football Association (KFA) and the Thiruvananthapuram District Football Association (TDFA). The TDFA and its office-bearers invoked arbitration under Article 54 of the KFA Constitution, resulting in CMA No.7/2021 before the Additional District Court–V, Thiruvananthapuram, leading to interim restrictions preventing the KFA from holding its executive committee meeting scheduled for 18.01.2021 and from acting on the agenda dated 04.01.2021. The KFA petitioner challenged maintainability and jurisdiction, arguing that Article 1(2) of the KFA Constitution fixes the seat of arbitration at Ernakulam, thus conferring jurisdiction on the Ernakulam District Court under Section 9 of the Arbitration and Conciliation Act, 1996. The respondents contended that Section 20(3) enables the Arbitral Tribunal to decide the seat absent an agreement, and the registered office (Ernakulam) is not determinative since the dispute arose at Thiruvananthapuram, where the impugned decision was made. The court held that in the absence of an explicit agreement on the seat, the seat shall be determined by the Arbitral Tribunal by considering the circumstances, including convenience. It relied on Delhi High Court’s Aarka Sports Management decision in principle. The arbitrator was nominated, and the court concluded that the seat issue has been rendered immaterial and dismissed the petition, leaving seat questions to the arbitrator. The judgment underscores that the registration address does not automatically fix the arbitration seat, and inter-party collaboration with regard to impleadment rests with the arbitrator.

Provisions of Law Cited

Arbitration and Conciliation Act, 1996 - Section 9Arbitration and Conciliation Act, 1996 - Section 20(3)Arbitration and Conciliation Act, 1996 - Section 20(1)Kerala Football Association Constitution - Article 54Kerala Football Association Constitution - Article 1(2)Code of Civil Procedure, 1908 - Sections 16 to 20Arbitration and Conciliation Act, 1996 - Section 11Arbitration and Conciliation Act, 1996 - Section 2(1)(e)

Submissions & Arguments

Contentions of Appellants / Petitioners

The petitioner contends that Article 1(2) of the Kerala Football Association Constitution locates the Regional Office and Headquarters of the KFA at Ernakulam, thereby fixing the seat of arbitration at Ernakulam and conferring exclusive jurisdiction on the Ernakulam District Court under Section 9 of the Arbitration and Conciliation Act. It emphasizes that absence of an express designation on the seat should not be inferred to have a seat other than Ernakulam. Relying on Bharat Aluminum Co. v. Kaiser Aluminum Tech. Servs. Inc. and BGS SGS Soma JV v. NHPC Ltd, the petitioner argues that the seat consistency should be presumed from the stated seat or registered office and agreements. The petitioner also asserts that impleading shareholders and party interests must consider the statute and constitutional clauses protecting KFA’s autonomy and minimizing disruption to football activities in the state.

Contentions of Respondents

The respondents submit that Section 20(3) of the Act empowers the Arbitral Tribunal to determine the seat in the absence of any agreement, and that the registered office being in Ernakulam does not necessarily fix the seat, especially since the impugned decision and the cause of action arose in Thiruvananthapuram. They argue that the seat should be Thiruvananthapuram, where the TDFA operates and where the special general body meeting occurred, and thus the local forum would be more appropriate. They also contend that the venue of arbitration can depend on convenience and respondent interests, with Section 20(1) and related rules giving the Arbitrator a pivotal role in determining the seat, while the interim order of the District Court should not permanently restrict theatre of arbitration. They maintain that necessary parties can be impleaded and that the seat issue is subsumed by the nomination of the sole arbitrator.

Cited Precedents (3)

Case Name	Citation	Treatment	Explanation
Bharat Aluminum Co. v. Kaiser Aluminum Technical Services Inc.	(2012) 9 SCC 552	Mentioned Only	Cited by petitioner to support seat reasoning; court does not adopt its holdings in its dispositive reasoning.
BGS SGS Soma JV v. NHPC Ltd	(2020) 4 SCC 234	Mentioned Only	Cited as authority in argument; not expressly adopted or distinguished in the decision.
Aarka Sports Management Pvt. Ltd. vs Kalsi Buildcon Pvt. Ltd.; Delhi High Court	2020 SCC OnLine Del 2077	Positive	Used to support proposition that absent a seat agreement, the competent court is defined by Section 2(1)(e) read with CPC; supports that seat can be left to the arbitrator to decide.

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Extracted Judgment Text

Exact text extracted from official judgment records.

## **IN THE HIGH COURT OF KERALA AT ERNAKULAM** ## **PRESENT** **THE HONOURABLE MR.JUSTICE V.G.ARUN** **MONDAY, THE 3[RD] DAY OF JANUARY 2022 / 13TH POUSHA, 1943 OP(C) NO. 634 OF 2021** **CMA(Arb) 7/2021 OF ADDITIONAL DISTRICT COURT & SESSIONS COURT - V, THIRUVANANTHAPURAM** ## **PETITIONER/S:** KERALA FOOTBALL ASSOCIATION (REG.NO.Q 197/89), VIP SECTOR A, 1ST FLOOR, JNI STADIUM, COCHIN - 682017, REP. BY ITS PRESIDENT. BY ADVS. PRAVEEN K. JOY SRI.E.S.SANEEJ SRI.M.P.UNNIKRISHNAN SMT.M.K.SAMYUKTHA SRI.N.ABHILASH SHRI.DEEPU RAJAGOPAL SRI.T.A.JOY ## **RESPONDENT/S:** 1 M.RAJEEV KUMAR AGED 54 YEARS THE FORMER PRESIDENT, THIRUVANANTHAPURAM DISTRICT, FOOTBALL ASSOCIATION, S/O. MUKUNDAN, PADMAVILAS, TC 14/252, POONTHI ROAD, KUMARAPURAM, TRIVANDRUM - 695 011. 2 S. JOSEPH AGED 50 YEARS THE FORMER SECRETARY, THIRUVANANTHAPURAM DISTRICT FOOTBALL ASSOCIATION, S/O. SILVA, AARAMAM, ADIMALATHURA, CHOWARA P. O., TRIVANDRUM - 695501. 3 THIRUVANANTHAPURAM DISTRICT FOOTBALL ASSOCIATION GV RAJA BUILDING, OPP. MUSEUM GARDENS, THIRUVANANTHAPURAM - 695033, REP. BY G. MOHANAN, EC MEMBER OF KFA-IN-CHARGE. 4 ADDL.R4.REFEEK.K.M SOUGHT TO BE IMPLEADED 5 ADDL.R5.SELVAKUMAR.C SOUGHT TO BE IMPLEADED BY ADVS. R1, R2 SRI.ANOOP BHASKAR O.P.(C) No.634 of 2021 -2- THOMAS ABRAHAM ANIL K.NAIR MERCIAMMA MATHEW ASWIN.P.JOHN R.ANANTHAPADMANABAN THAYYIB SHA P.S. **THIS OP (CIVIL) HAVING BEEN FINALLY HEARD ON 07.10.2021, THE COURT ON 03.01.2022 DELIVERED THE FOLLOWING:** O.P.(C) No.634 of 2021 -3- ## **JUDGMENT** Dated this the 3[rd] day of January, 2022 An internal dispute between the petitioner, the Kerala Football Association and office bearers of the third respondent, Thiruvananthapuram District Football Association, resulted in the respondents invoking the Arbitration Clause in Article 54 of the Kerala Football Association's Constitution, by moving an application under Section 9 of Arbitration and Conciliation Act, 1996 ('the Act' for short). The application was taken on file as CMA No.7 of 2021 of the Additional District Court-V, Thiruvananthapuram. Therein, the District Court issued Ext.P2 order restraining the petitioner from conducting its executive committee meeting scheduled to be held on 18.01.2021 and from taking any decision with respect to the agenda mentioned in the notice dated 04.01.2021. O.P.(C) No.634 of 2021 -4- 2. The petitioner entered appearance and moved I.A.No.4 of 2021 challenging maintainability of the CMA mainly on the ground of lack of jurisdiction, the seat of Arbitration being at Ernakulam, as per Article 1(2) of KFA'S Constitution. The District Court having repelled the challenge by Ext.P5 order, the original petition is filed. 3. Adv.Praveen K.Joy appearing for the petitioner contended that as per Article 1(2), the Regional office and Head Quarters of the KFA are located at Ernakulam city and therefore, the seat of Arbitration can only be at Ernakulam. Being so, the District Court, Ernakulam alone is conferred with jurisdiction to entertain an application under Section 9 of the Act. In support of the contention, reliance is placed on the decisions in _**Bharat Aluminum Company v. Kaiser Aluminum Technical Services Inc.[(2012) 9**_ O.P.(C) No.634 of 2021 -5- ## _**SCC 552]**_ and _**BGS SGS Soma JV v. NHPC Ltd [(2020)**_ ## _**4 SCC 234]**_ . 4. Adv.Anoop Bhasker appearing for the respondents contended that as per Section 20(3) of the Act, the Arbitral Tribunal is entitled to decide the seat of Arbitration in the absence of an agreement between the parties regarding such seat. According to the learned Counsel, the registered office of the petitioner Association being at Ernakulam is not relevant for deciding the seat of Arbitration. It is argued that the third respondent is situated at Thiruvananthapuram and the special general body meeting, which took the impugned decision, was also held at Thiruvananthapuram. As such, the cause of action had arisen at Thiruvananthapuram and hence, the seat of Arbitration can only be at Thiruvananthapuram. 5. Adv.Thomas Abraham submitted that the ## O.P.(C) No.634 of 2021 -6- petitioners in I.A.No.3 of 2021 are necessary parties and should therefore be impleaded as additional respondents. It is pointed out that as a result of the interim order passed by the District Court, functioning of the petitioner Association has come to a standstill, which in turn has affected the game of football in the State and the future of a large number of budding footballers. 6. I find substantial force in the contention of the learned Counsel for the respondents that in the absence of an agreement between the parties with respect to the seat of Arbitration, the fact that the registered office of the KFA is at Ernakulam cannot lead to the presumption that the parties had intended the seat of Arbitration also to be at Ernakulam. As per Section 20(1), the parties are free to agree on the place of arbitration. In the absence of any such agreement, the place of arbitration ## O.P.(C) No.634 of 2021 -7- shall be determined by the Arbitral Tribunal having regard to the circumstances of the case, including the convenience of the parties. The legal position, as regards the court of competent jurisdiction, in cases where the parties have not determined the seat of Arbitration, was considered by the High Court of Delhi in _**Aarka**_ _**Sports Management Pvt. Ltd. vs Kalsi Buildcon Pvt. Ltd; Delhi High Court [2020 SCC OnLine Del**_ _**2077].**_ After detailed consideration of the relevant provisions it was held that, if the parties have not agreed on the seat of the arbitration, the Court competent to entertain an application under Section 11 of the Arbitration and Conciliation Act would be the "Court” as defined in Section 2(1)(e) of the Act read with Sections 16 to 20 of the Code of Civil Procedure. 7. During the course of arguments, it was submitted that the arbitration request filed by O.P.(C) No.634 of 2021 -8- the petitioner before this Court was disposed on 11.10.2021 by nominating Sri.D.Premachandran, Deepanjali, TC47/1655 (Old No.TC.19/1143(2)), Thekkedam Lane, Thamalam, Poojappura P.O, Thiruvananthapuram – 695 012 as the Sole Arbitrator. Further, the question whether third parties (additional respondents in I.A No. 3 of 2021) are liable to be impleaded was also considered and left open for the Arbitrator to adjudicate. 8. In view of this development and in terms of Section 20(b) of the Act, decision with respect to the seat of arbitration has to be left open for the Arbitrator to decide. As observed in the order nominating the Arbitrator, entitlement of the third parties to get impleaded is also to be decided by the Arbitrator. On merits also, I find no reason to interfere with the impugned order of the District Court. Moreover, this Court having nominated an O.P.(C) No.634 of 2021 -9- Arbitrator, the dispute with respect to the seat of Arbitration has lost its relevance. For the aforementioned reasons, the original petition is dismissed. sd/- **V.G.ARUN JUDGE** Scl/ O.P.(C) No.634 of 2021 -10- ## **APPENDIX OF OP(C) 634/2021** ## PETITIONER EXHIBITS |EXHIBIT P1|THE TRUE PETITION NUMBERED AS IA| |---|---| ||4/2021 IN CMA 7/2021 OF DISTRICT| ||COURT, THIRUVANANTHAPURAM DATED| ||19.01.2021.| |EXHIBIT P2|THE TRUE COPY OF THE INTERIM ORDER| ||DATED 13.1.21 IN IA 1/21 IN CMA(ARB)| ||7/21 OF ADDITIONAL DISTRICT AND| ||SESSION JUDGE -V, TRIVANDRUM.| |EXHIBIT P3|THE TRUE COPY OF THE CMA(ARB) 7/21 OF| ||ADDITIONAL DISTRICT AND SESSION JUDGE| ||-V, TRIVANDRUM.| |EXHIBIT P4|THE TRUE COPY OF THE JUDGMENT IN OPC| ||301/2021 DATED 02.02.2021.| |EXHIBIT P5|THE TRUE COPY OF THE ORDER IN IA| ||4/2021 IN CMA(ARB) 7/2021 DATED| ||22.02.2021.| |EXHIBIT P6|THE TRUE COPY OF THE PROCEEDINGS DATED| ||22.02.2021 IN CMA(ARB) 7/2021 OF| ||ADDITIONAL DISTRICT AND SESSIONS COURT| ||-V, TRIVANDRUM.| |EXHIBIT P7|TRUE PHOTOCOPY OF THE LETTER OF| ||ACCEPTANCE ISSUED BY THE SOLE| ||ARBITRATOR DAGTED 20/3/2021| |EXHIBIT P8|TRUE PHOTOCOPY OF THE NOTICE OF| ||ENQUIRY ISSUED BY THE SOLE ARBITRATOR| ||DATED 20/3/2021| |EXHIBIT P9|TRUE PHOTOCOPY OF THE RELEVANT PAGE OF| ||ARTICLE 1 OF THE KERALA FOOTBALL| ||ASSOCIATION CONSTITUTION| |EXHIBIT P10|TRUE PHOTOCOPY OF THE RELEVANT PAGE OF| ||ARTICLE 4 OF THE KERALA FOOTBALL| ||ASSOCIATION CONSTITUTION| |EXHIBIT P11|TRUE PHTOCOPY OF THE RELEVANT PAGE OF| ||ARTICLE 16 OF THE KERALA FOOTBALL| ||ASSOCIATION CONSTITUTION| |EXHIBIT P12|TRUE PHOTOCOPY OF THE RELEVANT PAGE OF| ||ARTICLE 51 OF THE KERALA FOOTBALL| ||ASSOCIATION CONSTITUTION| ## O.P.(C) No.634 of 2021 -11- EXHIBIT P13 TRUE PHOTOCOPY OF THE RELEVANT PAGE OF ARTICLE 54 OF THE KERALA FOOTBALL ASSOCIATION CONSTITUTION EXHIBIT P14 TRUE PHOTOCOPY OF THE RELEVANT PAGE OF ARTICLE 23 OF THE DISTRICT FOOTBALL ASSOCIATION RULES AND REGULATIONS