IN THE SUPREME COURT OF
ARYAVART
MEMORIAL ON BEHALF OF PETITIONER
8TH LATE SHRI VIJAY CHAVAN MOOT COURT COMPETITION, 2024
BEFORE THE HON’BLE SUPREME COURT OF ARYAVART
IN THE MATTER OF
T. Stark …………Petitioner
v.
Asgard International & Ors. …………Respondent
MEMORIAL ON BEHALF OF PETITIONER
Speaker 1: Parvez Shikhalgar.
Speaker 2: Wasim
Researcher: Adwait Prakash Deshpande
TABLE OF CONTENTS
1. List of Abbreviations
2. Index of Authorities
3. Statement of Jurisdiction
4. Statement of Facts
5. Issues Raised
6. Summary of Arguments
7. Arguments Advanced
8. Prayer
LIST OF ABBREVIATIONS
Abbreviation Full Form
& And
ADR Alternative Dispute Resolution
AI Asgard International
ADA Agreement for Distribution of Assets
AIR All India Reporter
Anr. Another
Art. Article
Arb. Arbitration
BDA Business Development Agreement
CI Corporate Insolvency
DIAC Dubai International Arbitration Centre
HC High Court
Hon’ble Honourable
IBC Insolvency and Bankruptcy Code
ICC International Chamber of Commerce
IPC Indian Penal Code
Ld. Learned
Ltd. Limited
Mgt. Management
NCLAT National Company Law Appellate Tribunal
NCLT National Company Law Tribunal
No. Number
O&M Oppression and Mismanagement
Ors. Others
Pvt. Private
S. or § Section
SC Supreme Court
SCC Supreme Court Cases
SCR Supreme Court Reports
Sec. Section
UOI Union of India
v. Versus
Vol. Volume
INDEX OF AUTHORITIES
[A] CASES
1. Rakesh Malhotra v. Rajinder Kumar Malhotra & Ors., 2017 SCC OnLine SC 733.
2. Dhananjay Mishra v. Dynatron Services Pvt Ltd & Ors., Company Appeal (AT) No.
389 of 2018.
3. Sukanya Holdings (P) Ltd. v. Jayesh H. Pandya, (2003) 5 SCC 531.
4. Huawei Telecommunications (India) Pvt. Ltd. v. BSNL, 2020 SCC OnLine Del 2700.
5. Deutsche Post Bank Home Finance Ltd. v. Taduri Sridhar, (2011) 11 SCC 375.
6. Cox & Kings Ltd. v. SAP India (P) Ltd., (2022) 8 SCC 1.
7. MSP Infrastructure Ltd. v. M.P. Road Development Corpn. Ltd., (2015) 13 SCC
713.
8. JMC Projects (India) Ltd. v. M.P. Road Development Corpn., 2020 SCC OnLine SC
1452.
9. M/s Arupri Logistics Pvt. Ltd. v. Shri Vilas Gupta & Ors., 2023 SCC OnLine Del
4297.
10. Konkan Railway Corporation Ltd. v. Mehul Construction, (2000) 7 SCC 201.
[B] LEGISLATIONS
1. The Arbitration and Conciliation Act, 1996
2. The Companies Act, 2013
3. The Indian Penal Code, 1860
[C] BOOKS
1. Avtar Singh, Law of Arbitration and Conciliation, 12th Edition, 1996.
[D] ONLINE DATABASES
1. SCC Online – www.scconline.com
2. Manupatra – www.manupatra.com
STATEMENT OF JURISDICTION
The present petitions are filed before the Hon’ble Supreme Court of Aryavart under the
jurisdiction conferred by the Constitution of Aryavart. The Supreme Court has admitted the
matters for final arguments as the issues pertain to questions of public policy, arbitration law,
and criminal defamation.
The jurisdiction of this Hon’ble Court is invoked as per the relevant provisions of the
Constitution and statutory law governing contractual and corporate disputes, arbitration, and
defamation in Aryavart. The subject matter of the case involves a significant question of law
regarding the enforceability of an international arbitration award, the applicability of domestic
corporate law in cases of oppression and mismanagement, and the scope of criminal defamation
under Aryavartan law.
STATEMENT OF FACTS
1. Mr. Tony Stark, an Aryavartan-origin businessman, partnered with Asgard International,
owned by Mr. Sanjay Singhania, to launch a chain of restaurants under ‘Kamar Taj Foods
Aryavart Pvt. Ltd.’
2. The dispute arose after negative media coverage against Mr. Stark, leading to severe
financial losses. Asgard International unilaterally terminated the agreement and invoked
arbitration in the Dubai International Arbitration Centre (DIAC), relying on a dispute
resolution clause in their agreement.
3. The National Company Law Appellate Tribunal (NCLAT) ruled that the dispute was
contractual, reversing the National Company Law Tribunal’s (NCLT) earlier finding of
oppression and mismanagement.
4. The Dubai Arbitral Tribunal passed an ex-parte award against Mr. Stark, which was
subsequently challenged before the High Court of Aryavart.
5. The High Court set aside the arbitration award, citing fundamental public policy concerns
and procedural irregularities.
6. Mr. Stark initiated criminal defamation proceedings against Asgard International’s media
subsidiary, Infinity News, for publishing defamatory statements that caused reputational
damage and financial harm. The High Court refused to quash the case.
7. All disputes are now pending before the Hon’ble Supreme Court of Aryavart for
adjudication.
ISSUES RAISED
1. Whether the judgment of the NCLAT is legally maintainable in holding that the disputes
between the parties are purely contractual in nature?
2. Whether the High Court was justified in rejecting the arbitration award?
3. Whether the High Court was justified in rejecting the quashing petition filed by Asgard
International?
4. Whether the criminal defamation proceedings initiated by Mr. Stark are maintainable in
law?
SUMMARY OF ARGUMENTS
1. Maintainability of NCLAT Judgment
The dispute involves corporate oppression and mismanagement, which falls under
company law rather than mere contractual disputes.
The NCLAT erred in overturning the NCLT’s decision and treating the issue as purely
contractual, thereby undermining shareholder protections.
2. Rejection of Arbitration Award
The arbitration agreement between the parties mandated a foreign seat despite both
parties being Aryavartan, which violates the public policy of Aryavart.
The ex-parte award is procedurally unfair and legally unenforceable, as it violates
principles of natural justice.
3. Quashing Petition
The High Court rightly concluded that the defamation case had prima facie merit and
should proceed to trial.
Asgard International, through Infinity News, deliberately engaged in malicious reporting
to damage Mr. Stark’s reputation and business interests.
4. Maintainability of Defamation Proceedings
Infinity News knowingly disseminated false and misleading information, with an
intention to cause reputational and financial harm.
The right to freedom of the press does not include the right to spread defamatory and
misleading content.
ARGUMENTS ADVANCED
I. Maintainability of NCLAT Judgment
1. Corporate Oppression and Mismanagement
Sections 241 and 242 of the Companies Act (if Aryavart follows Indian law) protect
minority shareholders from oppression by majority shareholders or parent companies.
Asgard International’s unilateral termination of the agreement was not merely a
contractual breach but a calculated effort to suppress Mr. Stark’s rights as a business
partner.
The NCLAT failed to appreciate that the dispute involved oppressive tactics designed to
sideline Mr. Stark from the business he helped establish.
2. Breach of Fiduciary Duties
As a major stakeholder, Asgard International owed fiduciary duties to the venture and its
stakeholders, including Mr. Stark.
The forced termination of the contract and subsequent invocation of arbitration without
good faith negotiations constituted a breach of fiduciary obligations.
The NCLAT’s decision to classify the issue as purely contractual undermines the broader
implications of corporate governance and shareholder rights.
II. Justification for Rejection of Arbitration Award
1. Public Policy Violation
Aryavart’s legal framework prioritizes the protection of its domestic businesses and
investors. The enforcement of a foreign arbitration award under unjust circumstances
contravenes this policy.
Section 34 of the Arbitration and Conciliation Act allows courts to set aside arbitration
awards that violate fundamental principles of justice, fairness, and national economic
interest.
The imposition of an ex-parte award without due process violates the principle of audi
alteram partem (right to be heard).
2. Ex-Parte Award Lacks Fairness
Mr. Stark was not given an adequate opportunity to present his case before the Dubai
Arbitral Tribunal.
The arbitration process was conducted in a manner that heavily favored Asgard
International, raising concerns about procedural integrity and impartiality.
The High Court was correct in setting aside the award, as its enforcement would amount
to sanctioning a manifestly unfair process.
III. Justification for Rejection of Quashing Petition
1. Defamation under Aryavartan Law
The published reports by Infinity News contained allegations that were not only false but
also intended to damage Mr. Stark’s professional credibility.
Freedom of speech does not extend to making baseless accusations against individuals,
especially when such statements result in tangible financial losses.
2. Corporate Malice
The timing of the defamatory articles suggests a premeditated strategy by Asgard
International to discredit Mr. Stark and gain a competitive advantage.
The legal test for defamation includes proof of falsehood, malicious intent, and harm, all
of which are present in this case.
IV. Maintainability of Criminal Defamation Case
1. False and Malicious Publication
The deliberate publication of unverified accusations, with full knowledge of their
falsehood, qualifies as defamation under criminal law.
The legal burden shifts to the respondents to justify their claims, which they have failed
to do.
2. Intentional Malice and Harm
The defamatory statements were issued at a critical business juncture for Mr. Stark,
demonstrating clear malicious intent.
The nexus between the defamatory publications and Mr. Stark’s financial losses
strengthens the claim of actionable defamation.
PRAYER
The Petitioner respectfully prays that this Hon’ble Court may be pleased to:
1. Set aside the NCLAT’s ruling.
2. Uphold the High Court’s rejection of the arbitration award.
3. Allow the criminal defamation case to proceed.
4. Grant any other relief as deemed just.
Sd/-
COUNSELS FOR PETITIONER
