What was the main legal question in Sanjiv Prakash v. Seema Kukreja?

Whether the Section 11 court can decide if a contract with an arbitration clause was novated, or only check prima facie if an arbitration agreement exists.

What did the Supreme Court say about Section 11 review?

The court at Section 11 conducts only a limited prima facie review to see if an arbitration agreement exists; detailed novation issues are for the tribunal.

Who finally decides novation or supersession of the clause?

The arbitral tribunal decides such questions. Courts should not conduct a deep dive at the Section 11 stage.

What was the outcome of this case?

The Supreme Court set aside the High Court’s refusal, appointed a sole arbitrator, and sent the parties to arbitration without being bound by any court observations.

Why is this case important for students?

It clarifies the boundary between court’s gatekeeping role at Section 11 and the tribunal’s power to decide complex contract questions like novation.

Sanjiv Prakash v. Seema Kukreja and Ors.

Supreme Court of India 2021 2021 SCC OnLine SC 282 Arbitration Law 7 min read

AUTHOR_NAME: Gulzar Hashmi • LOCATION: India • PUBLISH_DATE: 02 Nov 2025

PRIMARY_KEYWORDS: Section 11, existence of arbitration agreement, novation, prima facie review SECONDARY_KEYWORDS: ANI Media, MOU vs SHA, referral to arbitration

Quick Summary

The Supreme Court said: at the Section 11 stage, the court only checks prima facie if an arbitration agreement exists. Complex points like whether a later Shareholders’ Agreement (SHA) replaced the earlier MOU (novation) should be decided by the arbitral tribunal. The High Court’s refusal to appoint an arbitrator was set aside and a sole arbitrator was appointed.

Issues

Can the Section 11 court decide if an agreement with an arbitration clause has been novated?
Or should it only conduct a limited check on the existence of an arbitration agreement?

Rules

There must be a valid agreement that the law will enforce; only then do parties get sent to arbitration.
“Existence” means a legally enforceable arbitration agreement under the Arbitration Act and the Contract Act.
At Section 11, courts do a prima facie review—deep contractual disputes (like novation) are for the tribunal.

Facts (Timeline)

Family shareholders in Asian Films Laboratories Pvt Ltd (later ANI Media Pvt Ltd).

All sides related to the company structure.

Reuters expressed interest in a long-term equity partnership; appellant to stay active in management.

Commercial tie-up discussions began.

MOU included pre-emption right for the appellant and an arbitration clause.

Arbitration was the chosen dispute route.

Appellant invoked the arbitration clause alleging shares were transferred in breach of his pre-emption right.

Notice sent; arbitrator proposed.

Respondents said the later SHA superseded the MOU; hence, the arbitration clause in the MOU did not apply.

Dispute on novation raised.

Delhi High Court refused appointment under Section 11; Supreme Court was approached.

Matter escalated to the Apex Court.

Timeline of events in Sanjiv Prakash v. Seema Kukreja and Ors.

Arguments

Appellant

Arbitration clause exists; disputes should go to a tribunal.
Whether SHA novated the MOU is a merits question for the arbitrator.

Respondents

SHA superseded the MOU; MOU’s arbitration clause does not survive.
No valid arbitration agreement now exists; court should refuse appointment.

Judgment

The Supreme Court set aside the High Court’s order. It held that the Section 11 court must only check prima facie if an arbitration agreement exists. Detailed arguments on novation cannot be decided at this stage.

A sole arbitrator was appointed. The tribunal would decide all issues without being influenced by any court observations.

Gavel and contract symbolizing Supreme Court decision in Sanjiv Prakash v. Seema Kukreja

Ratio

“Existence” of an arbitration agreement is a threshold check; the court does not decide complex contract questions at Section 11.
Disputes like novation/supersession are for the arbitral tribunal to determine.

Why It Matters

This case draws a clean line: courts are gatekeepers, not trial forums, at the appointment stage. It speeds up references to arbitration and reduces pre-arbitration litigation.

Key Takeaways

Section 11 = limited, prima facie inquiry.
Novation/supersession = tribunal’s call.
Referral to arbitration preferred when in doubt.

Mnemonic + 3-Step Hook

Mnemonic: SEE → SEND — See if an agreement exists; then send parties to arbitration.

Spot the clause: Is there an arbitration agreement on the face?
Stop deep dive: Don’t decide novation at this stage.
Send to tribunal: Let the arbitrator decide complex issues.

IRAC Outline

Issue: Can the Section 11 court decide if the MOU’s clause was novated by the SHA?

Rule: Section 11 involves only a prima facie check of the existence of an arbitration agreement; detailed issues go to the tribunal.

Application: There was an arbitration clause; novation was a contested merits issue. Hence, refer parties to arbitration.

Conclusion: High Court order set aside; sole arbitrator appointed.

Glossary

Section 11: Provision under the Arbitration and Conciliation Act, 1996 for appointment of arbitrators by the court.
Novation: Replacing an existing contract with a new one, which may affect old clauses.
Prima Facie Review: A quick, surface check without deciding detailed merits.