Judgment : 1. The appellant, Adam & Coal Resources Pvt. Ltd., Chennai entered into a Sale and Purchase of Coal Agreement with the respondent, Interbulk Trading SA, Switzerland for supply of steam coal in terms of an Agreement dated 16.9.2010. The Agreement contained various Articles (clauses), inter alia, specifying the quantity, quality, specification, price and payment for the coal. Article 13 is the arbitration clause, which reads as under :- “Article 13 – Dispute Resolution 13.1. Any dispute, controversy or claims arising between the Parties out of or in relation to this Agreement, or breach hereof, including without limitation any question relative to its interpretation, performance, validity, effectiveness and the termination of the rights or obligations of any party, shall be settled amicably by the Parties wherever practicable. If such dispute cannot be resolved amicably by the Parties, then such dispute shall be settled exclusively and finally by arbitration. 13.2. The Arbitration shall take place in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause, in which case the language of the arbitration shall be in English. Therefore, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute arising from and in relation to this Agreement. 13.3. The arbitral award rendered shall be final, binding and incontestable and may be used as a basis for judgment thereon in India or Singapore for the Parties and for all purposes.” Another important clause is Article 15, which provides for amendments as under :- “Article 15 – Amendments The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each of the Parties thereafter form and become an integral part of this Agreement.“ 2. It appears that disputes arose inter se the parties from the Sale Agreement, and the respondent invoked the arbitration clause alleging breach of the Agreement dated 16.9.2010. However, during the pendency of Arbitration Case No.075 of 2011, a Settlement Agreement dated 21.9.2011 was executed inter se the parties, in terms whereof, on payment of a sum of US$ 3,37,500 on or before 30.9.2011 through a Swift Transfer to a designated account, the dues of the respondent were to stand settled. However, during the pendency of Arbitration Case No.075 of 2011, a Settlement Agreement dated 21.9.2011 was executed inter se the parties, in terms whereof, on payment of a sum of US$ 3,37,500 on or before 30.9.2011 through a Swift Transfer to a designated account, the dues of the respondent were to stand settled. On receipt of this amount, the respondent was to apply to the Singapore International Arbitration Centre to discontinue the arbitration proceedings within three days, but in the eventuality of the amount not being paid on or before the cut-off date of 30.9.2011, the Settlement Agreement was to automatically become null, void and of no effect whatsoever. This Settlement Agreement was to be governed in accordance with the laws of Singapore. The relevant clauses are as under :- “7. Should the agreed settlement sum of USD 337,500.00 not be paid by Adcoal and received by Interbulk on or before 30th September, 2011, then this Settlement Agreement shall automatically become null, void and of no effect whatsoever. 8. This Settlement Agreement shall be governed by and construed in accordance with the laws of Singapore.” 3. Unfortunately, the matter did not even rest at this, as another issue cropped up thereafter, i.e., applicable tax deduction at source on the remittance. The appellant sent an e-mail on 23.9.2011 raising this issue and reported that on checking from their auditor, they were not sure on the applicability, but if this was the requirement, the amount would be remitted less the tax deducted. It appears that on advice received, the appellant, vide email dated 27.9.2011, informed that tax should have to be deducted at 20% for such payment for non-residents and thus, the amount remitted was US$ 2,70,000 less the TDS of US$ 67,500. 4. The aforesaid was not found acceptable by the respondent, which decided to press ahead the claim amount of US$ 5,75,000 in arbitration less the amount received on the premise that since the specified amount of US$ 3,37,500 had not been remitted by the cut-off date of 30.9.2011, the Settlement Agreement was null, void and of no effect whatsoever. The appellant also participated in the arbitration proceedings by filing the statement of defence and continued to participate in the subsequent proceedings till the final award was made on 14.1.2013, awarding the balance amount of US$ 3,05,000. 5. The appellant also participated in the arbitration proceedings by filing the statement of defence and continued to participate in the subsequent proceedings till the final award was made on 14.1.2013, awarding the balance amount of US$ 3,05,000. 5. The appellant, faced with the Award, preferred a civil suit on the Original Side of this Court, claiming damages arising from the same contract at Rs.42,75,280/-, seeking declaration that the award rendered on 14.1.2013 was null and void for want of a mandate in the light of fulfilment of the conditions set out in the Settlement Agreement dated 21.9.2011; grant of perpetual permanent injunction restraining the respondent from continuing with the arbitration proceedings any further before the Singapore International Arbitration Centre; and also a perpetual permanent injunction restraining the respondent from initiating any proceedings to enforce the award. 6. The respondent filed applications seeking rejection of the plaint; revocation of the leave granted in the application to continue the suit proceedings; and to relegate the parties to arbitration in terms of Article 13 of the Agreement dated 16.9.2010 in accordance with Section 45 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as “the said Act”). These applications were naturally contested by the appellant and by the impugned judgment dated 30.6.2014, the learned single Judge has held that the suit is barred by the provisions of the said Act and rejected the plaint. 7. In the impugned order, the learned single Judge noticed that the claim for damages arose out of the allegation of breach of contract and it is the case of the appellant that the Agreement dated 16.9.2010 was brought to an end by the execution of the Settlement Agreement dated 21.9.2011. On the other hand, the claim of the respondent is that after the award was passed by the Arbitral Tribunal at Singapore, giving rise to a foreign award, the Indian Courts should have no jurisdiction and that the Settlement Agreement dated 21.9.2011, though containing no arbitration clause, had no independent existence and had to be read along with the earlier contract dated 16.9.2010. On the doctrine of separability, the respondent pleaded that the Arbitration Agreement in the contract was incorporated into the Settlement Agreement. We would note at this stage that it may not be appropriate to comment on the validity or the merit of the matter qua the tax deducted at source. 8. On the doctrine of separability, the respondent pleaded that the Arbitration Agreement in the contract was incorporated into the Settlement Agreement. We would note at this stage that it may not be appropriate to comment on the validity or the merit of the matter qua the tax deducted at source. 8. Another aspect in the impugned order is that appellant had not challenged the award in Singapore, nor did he raise any objection before the Tribunal till the matter was adjudicated upon. 9. Learned counsel for the appellant laid two broad propositions before us :- (i) The absence of an arbitration clause in the subsequent Settlement Agreement which superseded the earlier agreement implies that the remedy of arbitration was not available. (ii) The participation of the parties in the arbitration proceedings which were completely without jurisdiction would not confer jurisdiction on the Arbitral Tribunal. 10. Learned counsel for the appellant, in order to advance his submissions, referred to certain judicial pronouncements. In Nathani Steels Ltd. vs. Associated Constructions, 1995 Supp (3) S.C.C. 324, it was held that once a dispute is amicably settled between the parties finally, the arbitration clause cannot be invoked by a party to resolve the same on ground of mistake in the settlement (calculation mistake in regard to the amount paid under the settlement in the instant case) unless the settlement is first set aside in proper proceedings. 11. We, however, fail to appreciate how this judgment would be of assistance to the learned counsel for the appellant. If at all, it would go against the appellant. It is not as if the respondent sought to wriggle out of the Settlement Agreement, but it is the appellant which expressed difficulty in implementing the same as it stood on account of the issue of TDS, which had not been apparently raised earlier or, in any case, did not form a part of the Settlement Agreement. The Settlement Agreement would be binding if this issue was not raised by the appellant and the amount remitted in terms thereof. This is not how it happened. 12. As to the consequence of the Settlement Agreement, we may refer to Clause 7 of the Settlement Agreement, which provided that failure to pay the amount as per the Agreement would automatically render it null, void and of no effect whatsoever. This is not how it happened. 12. As to the consequence of the Settlement Agreement, we may refer to Clause 7 of the Settlement Agreement, which provided that failure to pay the amount as per the Agreement would automatically render it null, void and of no effect whatsoever. The effect of non-payment of the full amount by the appellant was the obliteration of the Settlement Agreement. 13. This matter can also be looked at from another perspective. All that the Settlement Agreement contemplated was to arrive at an agreement inter se the parties for settlement of the claims, whereby the respondent agreed to accept a lesser amount under the Settlement Agreement. Thus, it really altered the payments to be made under the Agreement dated 16.9.2010, which would be governed by Article 15 of the said Agreement. The Article quoted aforesaid shows that if there is an alteration in the terms of the Agreement (in the present case qua the price), it could be done only by an instrument in writing (the Settlement Agreement dated 21.9.2011) and that was to form and become an integral part of the Agreement dated 16.9.2010. Thus, the Settlement Agreement dated 21.9.2011 modifying the payment terms actually became a part of the Agreement dated 16.9.2010 and cannot thus be said to have revoked the arbitration clause, which formed a part of the Agreement dated 16.9.2010 (Article 13). 14. The judgment in National Insurance Co. Ltd. vs. M/s. Boghara Polyfab Pvt. Ltd., 2009 (2) L.W. 318 was cited for the same proposition, i.e., when a contract has been fully performed and there is a discharge of the contract by performance, the contract comes to an end. The result is that nothing remains. However, whether the contract has been discharged by performance or not is a mixed question of fact and law, and if there is a dispute in regard to that question, the same is arbitrable. The exception to this is stated to be a situation where both parties to a contract confirm in writing that the contract has been fully and finally discharged by performance of all obligations and there are no outstanding claims or disputes, in which case the Court will not refer any subsequent claim or dispute to arbitration. The exception to this is stated to be a situation where both parties to a contract confirm in writing that the contract has been fully and finally discharged by performance of all obligations and there are no outstanding claims or disputes, in which case the Court will not refer any subsequent claim or dispute to arbitration. This can be through the process of entering into a new contract in substitution of the original contract, or by acceptance of performance of the modified obligation in lieu of the obligations stipulated in the contract. Paragraphs 19 and 20 of the said judgment, which are relevant in this context, are extracted hereunder :- “19. ...When a contract has been fully performed, there is a discharge of the contract by performance, and the contract comes to an end. In regard to such a discharged contract, nothing remains — neither any right to seek performance nor any obligation to perform. In short, there cannot be any dispute. Consequently, there cannot obviously be reference to arbitration of any dispute arising from a discharged contract. Whether the contract has been discharged by performance or not is a mixed question of fact and law, and if there is a dispute in regard to that question, that is arbitrable. But there is an exception. Where both the parties to a contract confirm in writing that the contract has been fully and finally discharged by performance of all obligations and there are no outstanding claims or disputes, courts will not refer any subsequent claim or dispute to arbitration. Similarly, where one of the parties to the contract issues a full and final discharge voucher (or no-dues certificate, as the case may be) confirming that he has received the payment in full and final satisfaction of all claims, and he has no outstanding claim, that amounts to discharge of the contract by acceptance of performance and the party issuing the discharge voucher/certificate cannot thereafter make any fresh claim or revive any settled claim nor can it seek reference to arbitration in respect of any claim. When we refer to a discharge of contract by an agreement signed by both the parties or by execution of a full and final discharge voucher/receipt by one of the parties, we refer to an agreement or discharge voucher which is validly and voluntarily executed. When we refer to a discharge of contract by an agreement signed by both the parties or by execution of a full and final discharge voucher/receipt by one of the parties, we refer to an agreement or discharge voucher which is validly and voluntarily executed. If the party which has executed the discharge agreement or discharge voucher, alleges that the execution of such discharge agreement or voucher was on account of fraud/coercion/undue influence practised by the other party and is able to establish the same, then obviously the discharge of the contract by such agreement/voucher is rendered void and cannot be acted upon. Consequently, any dispute raised by such party would be arbitrable. 20. While discharge of contract by performance refers to fulfilment of the contract by performance of all the obligations in terms of the original contract, discharge by “accord and satisfaction” refers to the contract being discharged by reason of performance of certain substituted obligations. The agreement by which the original obligation is discharged is the accord, and the discharge of the substituted obligation is the satisfaction. A contract can be discharged by the same process which created it, that is, by mutual agreement. A contract may be discharged by the parties to the original contract either by entering into a new contract in substitution of the original contract; or by acceptance of performance of modified obligations in lieu of the obligations stipulated in the contract.” 15. Once again, for the reasons recorded aforesaid, we are of the view that in the given facts of the present case, it cannot be said that a new contract came into existence or that the contract was performed in full. The Settlement Agreement was post-invocation of the arbitration clause, with the object of compromising the matter for a lesser sum, but that sum was not paid and the Settlement Agreement itself envisaged that if the full amount is not paid by the specified date, the Settlement Agreement would stand obliterated. This is, of course, apart from the fact that the Settlement Agreement really became a part of the earlier agreement dated 16.9.2010 in view of Article 15 of thereof. 16. Learned counsel for the appellant placed reliance on the judgment in Shanghai Foreign Trade Corporation vs. Sigma Metallurgical Co. Pty. This is, of course, apart from the fact that the Settlement Agreement really became a part of the earlier agreement dated 16.9.2010 in view of Article 15 of thereof. 16. Learned counsel for the appellant placed reliance on the judgment in Shanghai Foreign Trade Corporation vs. Sigma Metallurgical Co. Pty. Ltd. & Others, (1996) 133 F.L.R. 417, where Bainton, J. of the Supreme Court of New South Wales dealt with a plea of a settlement agreement sought to be declared as sham, so that the breaches alleged would come in dispute and should be resolved under and only under the arbitration clause. This was labelled as a “boot strap argument” as it assumed in its own favour that the original dispute remained unsettled. If it was so, then in due course, it would be referred to arbitration. In that context, it was observed that only if the dispute referable to arbitration by the contract had not been settled by the parties would the occasion arise to refer it. 17. Learned counsel also referred to the decision in M/s. Larsen & Toubro Ltd. vs. M/s. Mohan Lal Harbans Lal Bhayana, 2014 (3) SCALE 54, where though the original agreement inter se the parties contained an arbitration clause, the understanding being one of back-to-back contract, both the parties, through a supplementary agreement, agreed that instead of resorting to arbitration themselves, they would join together and prefer the claims on the original party who awarded the contract. In such a case, it was held that the arbitration clause in the original agreement did not survive. Interestingly, while holding so, the Hon’ble Supreme Court gave further directions to balance the equities as the original awarding party was a Government Authority and wanted it to settle the claim of the first contracting party, failing which there would be arbitration between the Government party and original contracting party as per their agreement. Not only that, in case the original contracting party was satisfied that the payment of the final bill of the Government Authority and chose not to raise any claims, but the back-to-back contractor feels otherwise, it was to be treated as a dispute between the two parties and an arbitral tribunal was to be constituted as per the arbitration clause contained in the agreement inter se the parties. 18. 18. In our view, the legal principles are not in doubt that if there is full accord and satisfaction of the claims of the parties, then nothing remains to be arbitrated upon. The fact that it is in writing would support it. However, even in such eventualities, it was observed in National Insurance Co. Ltd. (supra) that Government Departments often insist on issuance of undated No Due Certificates or full and final settlement vouchers, which are subsequently used. The receipt acknowledging the amount as having been received on a much earlier date would be absurd and meaningless. 19. As often happens, a case stands on its own facts. Since parties have been acting by written contracts, one would have to construe the terms of the contract. The terms of the contract are clear and expressive in the present case. The Settlement Agreement dated 21.9.2011 unambiguously mentions the amount of settlement and if there was an issue of TDS, that should have formed a part of the agreement, i.e., whether something was required to be deducted on that account. This was not done. The sequester was that the amount specified was not paid, but a lesser amount which was not acceptable to the respondent and consequently, the Agreement stood obliterated and the arbitration clause in the Agreement dated 16.9.2010 survived. This is, stating once again, apart from the fact that any modification of the payment by the Settlement Agreement dated 21.9.2011 was really an amendment to the original contract and as per Article 15, became an integral part of the Agreement dated 16.9.2010 containing the arbitration clause. 20. We thus have no doubt that the disputes rightly proceeded to arbitration and thus, the first proposition has to be answered against the appellant. 21. In the conspectus of the aforesaid finding, the second aspect really remains not of much significance. However, we are constrained to observe that even by conduct, the appellant was quite conscious of the consequences of the respondent having already invoked arbitration. The appellant participated in the matter, led his evidence and is now endeavouring to frustrate the effect of an adverse award by the process of filing the suit, which effectively is for restraining the implementation of an international award. The appellant participated in the matter, led his evidence and is now endeavouring to frustrate the effect of an adverse award by the process of filing the suit, which effectively is for restraining the implementation of an international award. The remedy under the rules of the Singapore International Arbitration Centre would be by filing an appeal, and such a suit would be without jurisdiction in view of the provisions of the said Act. 22. This issue is also no more res integra in view of the judgment of the Supreme Court in Bharat Aluminium Company vs. Kaiser Aluminum Technical Services Inc., (2012) 9 S.C.C. 552 , concluding and deviating from the earlier view that a foreign award falling within Part-II of the said Act cannot be annulled by taking recourse to Section 48(1)(e) of the said Act and holding that Indian Courts would have no jurisdiction to set aside the foreign award by taking recourse to Section 48 of the said Act, after over-ruling the judgments in Bhatia International vs. Bulk Trading S.A., (2002) 4 S.C.C. 105 and Venture Global Engg. vs. Satyam Computer Services Limited, (2008) 4 S.C.C. 190 . The second question thus also has to be answered against the appellant. 23. Thus, we find no flaw whatsoever in the well reasoned and elaborate judgment of the learned single Judge who has dealt with all the propositions after referring to the case laws cited by the Bar and thus, despite the erudite arguments of the learned counsel for the appellant, we are not persuaded to interfere with the impugned order. 24. The original side appeal is accordingly dismissed. Consequently, the miscellaneous petitions, viz. M.P. Nos.1 and 2 of 2014 are closed. The parties will bear their own costs.