JUDGMENT ABHAY M. NAIK, J. Short facts relevant for the purposes of this appeal are that a contract was entered into between the appellant and respondent on 18.02.1975 for civil construction work in Satpura Thermal Power Station, Sarni. There was an arbitration clause in the contract to the following effect : "26. All questions relating to the meaning of the specifications, designs, drawings and instructions issued under this contract and as to the quality of workmanship or materials used on the work or as to any other question, claim, right, matter or thing whatsoever, in anyway arising out of or relating to the contract, designs, drawings, specifications, estimates, instructions or orders or the conditions or otherwise concerning works or the execution or failure to execute the same, whether arising during the progress of the work or after the completion or abandonment thereof shall be referred to the arbitration of the Superintending Engineer (Civil), M.P. Electricity Board of the Circle under whose jurisdiction the site of work is situated at the time when such reference is made and the decision of the Superintending Engineer (Civil) shall be final and binding on all parties to the contract." There arose certain disputes during execution of work and two members committee was constituted by Deputy Chief Engineer (Civil) of M.P. Electricity Board and General Manager of M.P. Electricity Board on 23/26.08.1976. It was agreed that if there remains an unresolved portion of dispute or if there arises a new issue, it would be referred to one man committee. Two members committee, after granting opportunity to both the parties, gave certain findings on 24.12.1976. Remaining dispute was referred to one man committee constituted by Shri S. B. Mehta, Member, T and D. He was removed and the matter was referred to one man committee constituted by Shri D. J. Ramrakhyani, Member Generation. Shri Ramrakhyani rendered the decision as an award on 25.07.1979. This was placed before the Board for consideration as revealed in the Board's letter dated 12.03.1979. Vide letter dated 21.04.1979 (Ex. P/6), it was intimated that the decision of one man committee was finalised. Thereafter, the alleged award dated 25.07.1979 was made which was challenged on the ground that it did not amount to award of arbitration. Proceedings of one man committee headed by Shri Ramrakhyani was purely of administrative and advisory nature. Vide letter dated 21.04.1979 (Ex. P/6), it was intimated that the decision of one man committee was finalised. Thereafter, the alleged award dated 25.07.1979 was made which was challenged on the ground that it did not amount to award of arbitration. Proceedings of one man committee headed by Shri Ramrakhyani was purely of administrative and advisory nature. Accordingly, an application was submitted by the respondent before the Court of District Judge, Jabalpur, under Section 20 of the Arbitration Act, 1940, with a prayer that arbitrator as per Clause 26 may be appointed. Defendant/appellant submitted its reply stating therein that two members committee and thereafter one member committee were constituted and appointed with the consent of both the parties as arbitrator. This being so, the application of the respondent was liable to be dismissed. Learned Additional Judge to the Court of District Judge, Jabalpur vide his order dated 04.01.1984 found that there was an arbitration clause in the contract between the parties and the same was not substituted or replaced. Accordingly, it was held that proceedings of two members committee and one member committee were of the advisory nature. Moreover, the committee constituted by Shri Ramrakhyani did not follow the procedure required to be adopted in the matter of arbitration. Accordingly, the application was allowed and the matter was directed to be referred to the Superintending Engineer (Civil) for arbitration. Aggrieved by the aforesaid, the present appeal has been preferred. Shri Jaiswal, learned senior advocate appearing for the appellant and Shri Virendra Verma, learned counsel appearing for the respondent, made their submissions which have been considered duly. Admittedly, there was a clause for arbitration in the contract executed between the parties as stated hereinabove in paragraph 1 of this order. It is to be now examined that whether the clause of arbitration as contained in Clause 26 (supra) was substituted and/or replaced and did correspondence between the parties amount to substitution of arbitration by the one man committee constituted by Shri D. J. Ramrakhyani, Member Generation. When a contract containing an arbitration clause is substituted by a new contract solely governing the rights and liabilities of the parties, arbitration agreement under the original contract ceases to exist. When a contract containing an arbitration clause is substituted by a new contract solely governing the rights and liabilities of the parties, arbitration agreement under the original contract ceases to exist. Shri Jaiswal, learned senior counsel for the appellant submitted that the respondent submitted itself to the sole arbitration of the one member committee, headed by Shri D. J. Ramrakhyani, Member Generation who entered into the arbitration, received the evidence, heard the parties and finally decided the dispute as a sole arbitrator which does not suffer from any error or illegality. This being so, it is contended that the same is binding on the parties as a decision of arbitrator and the learned District Judge has acted with illegality in setting it aside and referring the matter again to the arbitration of the Superintending Engineer (Civil). He referred to various documents which are now being examined to determine whether the decision was taken in the capacity of a sole arbitrator. From the letter dated 04.11.1977 (Ex. P-1a) issued by the Chief Engineer (Civil), Sarni it was informed to the respondent that the Board has constituted one man committee of Member, T and D to settle the outstanding issues of claims. Since it was not possible for the Member, T and D to be present for this purpose, the Member, T and D has authorised the Chief Engineer (Civil), Sarni to hear the case on his behalf. The respondent vide its letter dated 04.11.1977 (Ex. P-1b) expressed its agony that it had to wait for 15 months to obtain a fair settlement. However, it was mentioned in this letter that the matter may be heard by the two men committee constituted by the Chief Engineer. A telex message was sent on 04.06.1979 vide Ex. P-2 by G. Jagatpati, Chairman, M.P.E.B., Jabalpur requiring the respondent to assure that the matter would be settled expeditiously. Chief Engineer (Civil) by telex message Ex. P-3 informed that the committee's report is under consideration of the Board and final decision was expected to be communicated very shortly. Again, vide a telex message, Ex. P-4 dated 14.07.1979, it was informed by the Chief Engineer (Civil) that one man committee's report was under consideration of the Board. Again, Chief Engineer vide letter dated 12.03.1979 (Ex. P-3 informed that the committee's report is under consideration of the Board and final decision was expected to be communicated very shortly. Again, vide a telex message, Ex. P-4 dated 14.07.1979, it was informed by the Chief Engineer (Civil) that one man committee's report was under consideration of the Board. Again, Chief Engineer vide letter dated 12.03.1979 (Ex. P-5) informed the respondent that the decision of one man committee was under consideration of the Board and the said decision was likely to be referred shortly. Vide letter dated 21.04.1979 (Ex. P-6), it was informed that one man committee was appointed for settling the differences and disputes relating to the contract with the respondent and the committee had alone finalised its report. Deputy Chief Engineer (Civil) vide his letter dated 24.12.1976 sent a copy of the decision taken by the two men committee constituting of Chief Manager, MPEB, Sarni and Dy. Chief Engineer (Civil) and invited personal representation (Ex. P-8). In turn, the respondent forwarded a list of pending claims with brief description to the two men committee constituted by the Chief Manager, MPEB, Sarni and Dy. Chief Engineer (Civil) and that the respondent No. 1 intended to take up the issues during the meeting fixed for the said purpose (Ex. P-9). Needless to say that Annexure A containing the disputes was enclosed to Annexure P-9. From the aforesaid documents on record, it seems that the respondent was quite co-operative and in order to minimise the disputes participated in the proceedings before the said committee. Indisputably, the committee was headed by an expert who could have by his expertise reduced the disputes by resolving them amicably. There is a difference between the expert determination and arbitration. S. K. Chawla in the Law of Arbitration and Conciliation at page 164 states as follows : "Arbitration agreement to be distinguished from agreement for decision by an engineer or expert - Contracts may contain a clause that on certain questions the decision of an engineer, architect or another expert shall be final. The decision given in such cases by the engineer, etc. is not an award. As pointed out by Bernstein, such a person is under no obligation, unless the contract otherwise provides, to receive evidence or submissions and is entitled to arrive at his decision solely upon the results of his own. The decision given in such cases by the engineer, etc. is not an award. As pointed out by Bernstein, such a person is under no obligation, unless the contract otherwise provides, to receive evidence or submissions and is entitled to arrive at his decision solely upon the results of his own. Procedure involved is not arbitration and the Arbitration Act does not apply to it. The primary material on which such person acts is his own knowledge and experience, supplemented if he thinks fit by - (i) his own investigations; and/or (ii) material (which need not conform to rules of 'evidence') put up before him by either party. An arbitrator, on the other hand, acts primarily on material put before him by the parties. The determination by an engineer or an expert would involve a less thorough investigation. Only one mind will be brought to bear on the problem. There will be no discovery of documents, there will not normally be any oral 'evidence' or oral submissions." In order to substitute an operative clause of arbitration, it must be clearly reflected from the correspondence that the earlier arbitration clause is superseded by the parties. Such an intention is to be reflected necessarily from the correspondence. Respondent is not shown to have asked for substitution of Shri D. J. Ramrakhyani, Member Generation for Superintending Engineer (Civil) as provided under Clause 26 of the contract. One man committee headed by Shri D. J. Ramrakhyani, Member Generation was not vested expressly or with necessary implication with the powers of arbitrator. There is no by parte document on record to establish that Shri D. J. Ramrakhyani, Member Generation was vested with such powers or that the parties intended to empower Shri Ramrakhyani as an arbitrator. No doubt that at the request of the Chief Engineer (Civil) of the appellant, the respondent did participate in the proceedings for resolving the disputes. But, it is difficult to spell out any intention of the parties from the correspondence on record to leave any dispute to the adjudication of one man committee headed by Shri D. J. Ramrakhyani as an arbitrator. Supreme Court of India in the case of Bharat Bhushan Bansal v. U.P. Small Industries Corporation Ltd., Kanpur, AIR 1999 SC 899 = 1999 (1) Arb. Supreme Court of India in the case of Bharat Bhushan Bansal v. U.P. Small Industries Corporation Ltd., Kanpur, AIR 1999 SC 899 = 1999 (1) Arb. LR 326 (SC) has discussed the difference between the decision by an expert and a decision of an arbitrator and has observed : "In the present case the Managing Director is more in the category of an expert who will decide claims, rights, or matters in anyway pertaining to the contract. The intention appears to be more to avoid disputes than to decide formulated disputes in a quasi-judicial manner." Likewise, Supreme Court of India in the case of K. K. Modi v. K. N. Modi and others, AIR 1998 SC 1297 = 1998 (1) Arb. LR 296 (SC) has observed : "Undoubtedly, in the course of correspondence exchanged by various members of Groups A and B with the Chairman, IFCI, some of the members have used the word "arbitration" in connection with Clause 9. That by itself, however, is not conclusive. The intention of the parries was not to have any judicial determination on the basis of evidence led before the Chairman, IFCI. Nor was the Chairman, IFCI required to base his decision only on the material placed before him by the parties and their submissions. He was free to make his own inquiries. He had to apply his own mind and use his own expertise for the purpose. He was free to take the help of other experts. He was required to decide the question of valuation and the division of assets as an expert and not as an arbitrator. He has been authorised to nominate another in his place. But the contract indicates that he has to nominate an expert. The fact that submissions were made before the Chairman, IFCI, would not turn the decision making process into an arbitration." Section 2(a) of the Arbitration Act, 1940 defines "arbitration agreement" to mean "a written agreement to submit present or future differences to arbitration, whether an arbitrator is named therein or not". Indisputably, Clause 26 contained in the contract fulfils the requirement of the said definition. The correspondence placed on record does not contain any express arbitration agreement, nor can such an agreement be spelled out from the terms of correspondence by implication. Indisputably, Clause 26 contained in the contract fulfils the requirement of the said definition. The correspondence placed on record does not contain any express arbitration agreement, nor can such an agreement be spelled out from the terms of correspondence by implication. On the other hand, the purpose of the correspondence clearly appears to be to minimise the disputes by resolving them in amicable manner. This is also reflected from the letter dated 04.11.1977 whereby it was informed that the Member, T and D could not take up the matter for unavoidable circumstances and Chief Engineer (Civil) was authorised by the Member, T and D to hear the case on his behalf. Had there been an arbitration by virtue of the correspondence, there would not have been any authorisation by the Member, T and D. Secondly, the decision of the arbitrator becomes final subject to challenge to it in accordance with law. In the present case, the decision of one man committee has been described as report by the Chief Engineer (Civil) himself in his letter dated 14.07.1979. It was further placed before the Board for consideration as revealed in the above said letter. It was also informed that the final decision was expected after such consideration. There would not have been any intervention by the Board, if the one man committee was vested with the powers of arbitrator. One of the essential ingredients of the arbitration agreement is that the parties who intend that the dispute intended to be referred should be determined in a quasi-judicial manner. If it is not to be so determined, the agreement does not amount to an arbitration agreement and the person who decided the dispute is not an arbitrator. It is neither reflected from the correspondence available on record nor spelt out from the language of the correspondence that the disputes raised by the respondent were to be decided by Shri D. J. Ramrakhyani, Member Generation in a quasi-judicial manner. It is further not reflected from the correspondence that the existing arbitration clause contained in Clause 26 of the contract was substituted by the terms and conditions of the correspondence and ceases to be operative due to such correspondence. Thus, the arbitration clause contained in the contract is found to have neither substituted nor replaced by the correspondence. It is further not reflected from the correspondence that the existing arbitration clause contained in Clause 26 of the contract was substituted by the terms and conditions of the correspondence and ceases to be operative due to such correspondence. Thus, the arbitration clause contained in the contract is found to have neither substituted nor replaced by the correspondence. Thus, after examining the correspondence, I am of the considered view that Shri D. J. Ramrakhyani, Member Generation was not appointed as an arbitrator, but was entrusted with the responsibility of minimising the disputes being an expert and the job performed by him was more in a supervisory and advisory nature. Arbitration by him was neither contemplated nor intended by the parties and the learned District Judge is not found to have committed any error in passing the impugned order. Resultantly, I hold that the appeal has no force and the same is hereby dismissed, however, without any order as to costs.