Offshore Infrastructures Limited vs M/s Bharat Petroleum Corporation Limited
Background
Offshore Infrastructures was awarded a contract by Bharat Oman Refineries (later merged into Bharat Petroleum) to build a Modular Penex Unit at the Bina Refinery. After completion, disputes arose over final dues; the appellant issued a "No Claim Certificate" in October 2018 but later, in 2021, raised a consolidated claim and sought appointment of an arbitrator under a clause naming the respondent's own Managing Director (or his nominee) as arbitrator: a clause since made invalid by 2015 amendments barring persons connected to a party from acting as arbitrator. The Madhya Pradesh High Court dismissed the appellant's Section 11(6) application both as time-barred and because it treated the arbitration clause as having become inoperative.
Decision Breakdown
The Supreme Court held that an arbitration clause naming an interested person (like the respondent's Managing Director) as arbitrator does not become void in its entirety merely because that specific appointment mechanism was invalidated by the 2015 amendment to Section 12(5): the core agreement to arbitrate survives, and courts can step in under Section 11(6) to appoint an independent arbitrator, following its own precedents in Perkins Eastman and Voestalpine. On limitation, the Court held that ordinarily the three-year period would have run from when the final bill became due (April 2018), making the 2022 application late; however, applying its own COVID-19 order excluding the period from 15 March 2020 to 28 February 2022 from all limitation computations, the application was actually filed within time. The High Court's orders were set aside, and the dispute was referred to the Delhi International Arbitration Centre to appoint an arbitrator.
Lesson Learnt
An arbitration clause that names a biased or now-disqualified person as the arbitrator is not thereby destroyed altogether. Courts will read it purposively and appoint an independent arbitrator instead; and parties calculating limitation for arbitration claims must remember to apply the Supreme Court's blanket COVID-19 limitation exclusion (15 March 2020 to 28 February 2022).