JUDGMENT : Bharati Dangre, J. 1. Prolix pleadings akin to a Banyan tree having aerial roots dropping on to the ground and with passage of time taking the shaping of a trunk, resulting in the viewer seeing multiple trunks, warranting each and every trunk to be viewed with a piercing eye to determine where from the seed sprouted to form the original trunk has resulted in an equally lengthy Award. But it is not the fault of the learned Arbitrator because a reasoned Award required the process of reasoning by which the learned Arbitrator determined the place where the seed germinated to be stated with clarity. 2. Agreement, Ex-C-148, dated 18th September 2003, is the fertile ground where the seed germinated. Before we come to the agreement, the parties need to be briefly referred to. The Appellant no.1 is a partner of Appellant no.2 EMGEE Properties and is engaged in the business of Real Estate, specifically property development. The Respondent (hereinafter referred to as 'the Claimant) is the sole proprietor carrying on business in the name and style of Suzanne Khan, House of Design, and claim to be a leading name in the field of Architecture and Interior design. She asserts that she is the founder of conceptual interior design store “The Charcoal project” and asserts a good will and reputation both nationally and internationally. The Appellants conceived a project of 12 uniquely styled villas to be constructed in Goa and approached the Respondent to avail her professional designing services for the proposed project. To give effect to the arrangement between the two, the agreement dated 18th September 2013, though in form of a letter addressed by the Appellant no.1 to the Respondent was penned down. The Respondent who agreed to the terms contained in the said letter inked the same and on acceptance of the terms and conditions, it culminated into a binding contract between the parties. It is the Letter of Award of the contract by which the Appellants authored the terms under which the Respondent/Claimant was to be paid remuneration as Designer and Architect as also contractor for 12 villas in the proposed project styled as “Naira”. 3. As one would expect to be recorded in such kind of works, the letter commences with the scope of work being listed. The same is reproduced hereinafter:- “SCOPE OF WORK 1. 3. As one would expect to be recorded in such kind of works, the letter commences with the scope of work being listed. The same is reproduced hereinafter:- “SCOPE OF WORK 1. PHASE 1 - Inception [a] Discussing general requirements of the project including time scale and financial budgets and providing general advice on how to proceed. [b] Determining the client’s requirements in sufficient detail for subsequent stages to begin. [c] Develop, from approved outline a scheme design or master plan as appropriate. Conceptual Schematic design consisting of drawings and outline specification sufficient to indicate spatial arrangements, materials and appearance. Broader site landscaping division of proposed 12 plots and services for each plot. 2. PHASE 2 - Detailed Design Providing of Architect's designs of Vilas [a] The detailed design stage will entail the following detailed information to create a finished interior. General Layout – Space Planning Detail plan/elevation/sections Material Spaces sampling, finishing Furniture Drawings Services – Electrical – Lighting HVAC Plumbing Landscaping for each villa Branding Logo design, brochure designing and design of other marketing material for the project. Walk-through's and rendered drawings for the entire project interiors.” 4. Thereafter, as is to be expected, keeping in view the nature of the work assigned, the time duration has been penned and relevant would it be to state that while so doing, the Appellants have written: 'Time Duration Approximate'. The said clause though contain certain time stipulations, it specifically mention the completion of project in time is dependent on client co-operation and also subject to force majeure events which include non-receipt of permissions due to change in law, problems created by NGOs. 5. The agreement contain a stipulation to the effect that any other substantial services not defined under the scope of services are requested by EMGEE Properties to be provided by the Respondent, then all such expenses shall be borne by EMGEE properties and charged at actuals. 6. The crucial and determinative part of the agreement is contained under the caption “Designers Fee” and the said clause adumbrate that the architectural and designer’s fee is agreed to as Rs.Six crores (i.e. Rs.50 lakhs per villa) plus taxes as applicable. Thereafter, as expected the payment schedule is reproduced and it is divided into two phases of fees which the Respondent is entitled to receive from the Appellants. The first phase of fees contain the following enumeration. Thereafter, as expected the payment schedule is reproduced and it is divided into two phases of fees which the Respondent is entitled to receive from the Appellants. The first phase of fees contain the following enumeration. “First Phase of fees applicable will be as under:- Sr. No. DATE AND INSTALLMENTS AMOUNT (AS PER RATES) A 1st Installment – As advance required to start Architectural Drawings (inclusive of Service Tax @ 12.36%) as on 10th September 2013 Rs.67,41,600.00 B 2nd Installment – On submission of Architectural drawings for all types of villas including walk thru and to start Interior design drawings after approval by EMGEE Properties Inclusive of Service Tax @ 12.36%) 10th November 2013 Rs.67,41,600.00 C On submission of Interior Design drawings including rendering and 3D after approval by EMGEE Properties Inclusive of Service Tax @ 12.36%) by 15th December 2013 Rs.33,70,800.00 Total Rs. 1,68,54,000.00 7. The second phase of fees comprise of 24 inclusions mentioning the date and the events on the happening of which the amount stipulated in the last column of the chart becomes due. The total amount of fees to be payable in the second phase of fees, if everything would have worked out smoothly was determined as Rs.5,05,62,000/-. 8. The agreement then contains a further clause and the parties are at loggerhead on this crucial portion of the agreement and the arguments advanced before the learned Arbitrator and before us hinges largely on the said clause which reads thus:- “In the event the designs are executed by EMGEE Properties or any other contractor hired by EMGEE Properties, not using Sussane Roshan House of Design contractors and design consent then the Architectural & Designer's fee would be Rs.2,52,81,000/- (to be paid as fee for second phase) which shall be over and above fee paid in the Firsts Phase and shall be paid to Sussane Roshan House of Design in the following manner (a) Rs.1,26,40,500/- (Rupees One Crore Twenty Six Lakhs Forty Thousand and Five Hundred Only) Plus Applicable taxes to be paid on or before 1st March 2014: (b) Rs.1,26,40,500/- (Rupees One Crore Twenty Six Lakhs Forty Thousand and Five Hundred Only) Plus Applicable taxes to be paid on or before 1st May 2014. However, in the case where the execution of the villa is undertaken by EMGEE Properties any other contractor other than Sussane Roshan House of Design contractors then Sussane Roshan House of Design shall provide all drawings (including working drawings) inspect the execution of the Villa interiors, assist in the sourcing of materials and suggest necessary changes, if any.” 9. To the Reader of Ex-C-148, on a plain reading of the fee payable, it is apparent that the Appellants muddled two different contingencies resulting in different amount payable. The entitlement to the fees in the second phase is conditioned by a clause in contemplation of a contingency where the designs are executed by the Appellants or by a contractor hired by the Appellants, dispensing with the services of Sussane Roshan House of Designs, the architectural and designer's fee would be Rs.2,58,81,000/- over and above the fee paid in the First Phase of Fee and shall be payable in two tranches in sum of Rs.1,26,40,500/- each plus applicable taxes. The two payments would be made on or before 1st March 2014 and 1st May 2014 respectively. 10. Pertaining to this contingency turning into a reality, the Letter of Award record a reciprocal obligation and in the said eventuality the Respondent shall provide all drawings including working drawings and inspect the execution of villa interiors as also assist in the sourcing of materials and suggest necessary changes if any. The said clause ends with a note which reads as under:- “All Intellectual Property Rights in the design work and related creative work shall belong to Suzanne Roshan, House of Design and the design after approval by us shall be implemented/executed only through Suzanne Roshan House of Design. Also, a separate agreement with detailed list of roles and responsibilities of both the parties defined therein shall be entered into by the parties for the execution of the villas.” In case of the payment not being received by the Respondent in time, a clause in the agreement confer right on the Respondent to terminate the contract by giving 60 days written notice to the Appellants to rectify the breach of payment obligation apart from the other rights and remedies arising out of the contract. 11. 11. The dispute germinated between the parties after the three installments covered by First Phase of Fee in sum of Rs.67,41,600/-, Rs.67,41,600/-, and Rs.33,70,800/-, totaling Rs.1,68,54,000/- were paid by the Appellants to the Respondent. A discord arose, when certain original drawings were claimed by the Appellants and the Respondent took a stand that they were not to be delivered at that stage and the Respondent became leery of the motive of the Appellants to execute the interiors of the villas by using the said drawings through another interior decorator. On receipt of e-mail from the Appellant No.1, she perceived the same to be scornful and responded in dispassionate and stolid manner, it was then the decimal point was reached. 12. The Respondent by taking recourse to the arbitration clause contained in the agreement staked her claim on 12th February 2016 claiming therein that the Appellants are jointly and severally liable to pay the amount due as per the price of claim in Exhibit-L. Pertinent to note that there is a haitus in the claim set out in paragraph no.7 of the statement of claim and Annexure L appended to the statement of claim comprising the particulars of claim. The claim of Rs.5,05,62,000/- (Rupees Five Crores Five lakhs Sixty two thousand only) was asserted on account of being denied the opportunity of executing the project and being compensated with full fees payable in terms of the contract and for being denied the opportunity of completing the project and showcasing it to the prospective clients which would have benefited the Claimant on professional level. The statement of claim categorically averred that in terms of the agreement, the Intellectual property in the work belong to the Claimant and the works were to be implemented/executed only through her. In a contingency where the works were executed by the Appellants or any contractor hired by him not using the Claimant without her consent, then, she was entitled to an amount towards fees of Rs.2,52,81,000/-. The statement of claim categorically admit that in such a contingency she was duty bound to provide all drawings, inspect the execution of the villa interiors, assist in sourcing of materials and suggest necessary charges, if any. The statement of claim categorically admit that in such a contingency she was duty bound to provide all drawings, inspect the execution of the villa interiors, assist in sourcing of materials and suggest necessary charges, if any. The Respondent (Claimant) also categorically understood and averred that pursuant to the agreement, EMGEE properties was entitled to a non-exclusive licence to use her works for the limited purpose of the project which was contingent on them complying with all the obligations under the agreement including prompt payments in her favour. 13. After highlighting the work undertaken by the Claimant during Phase 1 and Phase 2 and with a specific case that some work of Phase 2 was undertaken simultaneously with Phase 1, the Claimant also stake her claim for the additional services rendered by her including the branding fee of Rs.25 lakhs. The statement of claim admits receipt of an amount of Rs.1,85,39,400/- which was inclusive of an amount of Rs.1,68,54,000/- payable for Phase 1 and an amount of Rs.16,85,400/- towards initial cost for preparation of brochure. It also admits receipt of an amount of Rs.21,06,750/- towards the first instalment of the second phase of fees towards the start of execution of interiors of first villa. The statement of claim is based on the loss suffered by her as a result of the breach of contract and encashing her association with the project by using her name and reputation for client solicitation. 14. The statement of defence on behalf of the Respondent/Appellants denied the said claim and perusal of the same would reveal that it is misdirected as if the claim in damages was based on infringement of the Claimant copy right in the contracts/works and breach of contract. The entire payment of an amount of Rs.1,68,54,000/- to the Claimant was accepted but was stated to be a consideration for the delivery of the complete architectural drawings as contemplated in Phase 1 and 2 of the agreement and it was claimed that by payment of the said amount the Respondent was entitled to an absolute and irrecoverable right and/or licence to use the drawings and complete the project without any further demand from the Claimant. The termination of the contract at the instance of the Respondent was sought to be justified by alleging breach of contract on part of the Claimant and the circumstances narrated, which constrained the Respondent to terminate the Claimant rendering of execution/contractor services and engagement of third party contractors. 15. Deciding the contesting claim, the Sole Arbitrator declared his Award on 4th May, 2018. The prolix pleadings of the Respondent, captured succinctly by the learned Arbitrator, in the first 29 paragraphs of the Award is that as per the claim of the Respondent she commenced the work of preparing drawing relatable to the Second Phase of the scope of work simultaneously with Phase 1. She prepared the computer graphics, logo branding, all literary and artistic works with respect to the brochure, detailed plans and elevations including Sections pertaining to the villas along with creating 3D models walkthrough, furniture drawings and other drawings. She finalized detailed plans and elevations and sections including landscaping. She pleaded that the delay in the finalization of the plans was the result of the Appellants constantly demanding alterations and modifications. It was her case that she having submitted the Architectural drawing of all types of villas, walk-through and Interior Design drawings including 3D. She then received the sum of 1,68,54,000/- payable in three tranches Rs. relatable to the First Phase of fee and additionally received Rs.21,06,750/- towards the Second Phase of fee payable. It was her further claim that having started the execution of the drawing work for interior for the villas she became entitled to receive further sum of Rs.42,13,500/- which was not paid. She claimed having received an e-mail from the Appellants on 2nd June 2005 making allegations which were not correct. She denied the same. So as per her case the relationship between the parties broke in view of the contents of the e-mail dated 25th July 2015 sent by the Appellants. Alleging that copyright in the various drawings and 3-D Images as also underlying concept vested in her, the Respondent pleaded breach of contract and claimed an entitlement to receive Rs.5,05,62,000/- and after giving adjustment of the amounts received by her the balance to be decreed. She pleaded that she rendered additional services (noted in para 12 of the Award) and for which she claimed further sum of Rs.1,40,00,000/-. She pleaded that she rendered additional services (noted in para 12 of the Award) and for which she claimed further sum of Rs.1,40,00,000/-. The learned Arbitrator has noted in para 26 that alternative case pleaded was that the Appellants could execute the works through another contractor only if Appellants paid her Rs.2,52,81,000/-. 16. After noting the pleadings of the Respondent in her Statement of Claim, the learned Arbitrator, in paragraphs 30 to 50 of the award, has noted the pleadings of the Appellants to defeat the claim of the Respondent and additionally the counterclaim laid by the Appellants. 17. At the outset, the learned Arbitrator has noted the principal defence of the Appellants, being that, the Respondent's claim was founded on a claim of ownership as copyright holder of the drawings and thus it was pleaded that since a claim of copyright is a claim in rem the dispute was non-arbitrable It was the case of the Appellants that the Respondent had not supplied all the drawings which were required to construct the villas and thus she was not entitled to the payments as claimed by her. 18. The learned Arbitrator noted that as per the Appellants the Second Phase of Fee was not payable in relation to Respondent rending rendering services as an Architecture and Designer, but was payable in the capacity of the Respondent being the contractor and upon executing the work of constructing the 12 villas. It was the case of the Appellants that had the Respondent, at the asking of the Appellants, executed the construction work as a contractor, then alone Rs.5,05,62,000/- was payable. Pleading that the Respondent was in breach of her obligations it was pleaded that the Appellants could execute the work for completion of the project by engaging another contractor. Thus, the claim was denied. 19. Counter-claim raised in sum of Rs.20.94 crores was noted by the learned Arbitrator, being the alleged damages suffered by the Appellants due to alleged breaches by the Respondent. 20. Thus, the claim was denied. 19. Counter-claim raised in sum of Rs.20.94 crores was noted by the learned Arbitrator, being the alleged damages suffered by the Appellants due to alleged breaches by the Respondent. 20. As would be evident to the reader of our opinion from the further narration of the contents of the Award, to enable the reader of our opinion to focus as to what finally transpired before the learned Arbitrator in light whereof Award has been authored, it would be useful to record at this stage that the arguments centered on whether or not there was overlapping of the works and services to be rendered by the Respondent with the Phases of Fee payable. It is in this context, that while recording the case pleaded by the Appellants, the learned Arbitrator has highlighted in the narration of the pleadings in the Statement of Defence of the Appellants, paragraphs 2.5.2, 2.5.6, 2.6.2, 4.5(o), (g) (h) and 5(k) of the Statement of Claim and it’s response. The learned Arbitrator has also highlighted the pleading of the Appellants in paragraph 2.3.1 of the Statement of Defence, to bring home the manner in which the Appellants understood the scope of work vis-a-vis the arguments of counsel for the Appellants at the final hearing stage post completion of pleadings and recording of evidence i.e. the arguments being contrary to the pleaded understanding of the scope of work by the appellant. 21. In the Award, the issues settled on the pleadings have thereafter been recorded in paragraph 51 of the Award. The same read as under:- “1. Whether the Claimant (i). is the owner of the copyright and/or Intellectual Property Right in the drawings and/or works for her to claim any monies in relation thereto. (ii). has rendered any additional services to the Respondents 2. Whether the Respondents have in any manner breached the terms of the Agreement dated 18th September 2013 (“Agreement”) 3. Whether the Arbitral Tribunal has the jurisdiction to entertain the dispute raised by her and pass an Award in relation thereto? 4. Whether the Claimant is entitled to an Award against the Respondents either in the sum of Rs.4,25,37,273.35/- or any part thereof and interest at the rate of 18% p.a. or any other rate as claimed in the Statement of Claim? 5. Whether the Respondents (i). 4. Whether the Claimant is entitled to an Award against the Respondents either in the sum of Rs.4,25,37,273.35/- or any part thereof and interest at the rate of 18% p.a. or any other rate as claimed in the Statement of Claim? 5. Whether the Respondents (i). under the Agreement they have absolute, impeachable and irrevocable right to use the drawings without payment of further consideration to the Claimant: (ii). the exchange of emails dated 25th July 2015 between the parties hereto dis-entitles or estopps the Claimant from making any claims or reliefs thereof. (iii). the Agreement is unstamped or inadequately stamped and as such the Arbitral Tribunal cannot act on the same and/or pass any Award in relation thereto. 6. Whether the Claimant is in breach of the Agreement and the same has caused damage to Respondents: and the Respondents are entitled to an amount of Rs.20,94,00,000/- or any part thereof or along with interest at the rate of 18% p.a. as set out in the Counter Claim? 7. What order as to costs ? 8. And Generally.” 22. Thereafter recording that the issue of exigibility of Agreement to stamp duty need not be adjudicated inasmuch as the Respondent had paid the stamp duty, the learned Arbitrator has recorded the journey traversed by the parties before him and highlighting that the learned Arbitrator heard arguments of the Appellants at the first instance and thereafter the Respondent, the Award proceeds to decide issue No.1(i) and issue No. 3. 23. Noting the arguments of the Appellants and the Respondent as also the evidence they referred to, both, documentary and oral, in paragraph 59 the learned Arbitrator has opined that notwithstanding the Respondent claiming copyright in the drawings and designs including 3D Visuals, the claim was founded on an alleged breach of contract and that the claim could be divided into two distinct compartments. The first compartment was the claim to be paid Rs.5,05,62,000/- but decree after adjusting the amount which she had received; the second distinct compartment was the claim to receive Rs.2,52,81,000/- on the contingency the Appellants used the drawings and designs prepared by the Respondent to execute the works through another contractor, the learned Arbitrator has held that keeping in view the claims it was not necessary for the Respondent to prove ownership as a copyright holder in the drawings and thus it was not necessary for the learned Arbitrator to decide whether the designs and the drawings were the product of a contract of service. In that view of the matter the learned Arbitrator opined that the Arbitrator had jurisdiction to adjudicate the dispute. 24. Thereafter, in paragraphs 61 onwards of the Award, the learned Arbitrator proceeded to decide Issue No.2, Issue No.5 (having three sub-issues) and Issue No.6. Noting Ex-C-148 i.e. the Letter of Award dated 18th September 2013, in paragraph 61 of the decision, the learned Arbitrator in paragraph 62 onwards till paragraph 67 has noted the contentions of learned counsel for the Appellants with reference to the documentary and oral evidence led before the Arbitrator followed by recording the submissions of learned counsel for the Respondent with reference to the documentary and oral evidence in paragraphs 68 to 75 of the Award. The reasoning follows in paragraphs 76 onwards and concludes in paragraph 112. 25. From a perusal of the submission of the parties and the reasoning in the Award it is apparent that the Appellants interpreted the Letter of Award dated 18th September 2013 differently than how Respondent pleaded the same. It is in this context the learned Arbitrator highlighted the pleadings of the Appellants in paragraph 2.3.1 of the pleadings and brought out certain admissions made in paragraphs 2.5.2, 2.5.6, 2.6.2, 4.5(o), (g) (h) and 5(k). 26. The pith and substance, which sets the signature tune of the discussion of the evidence by the learned Arbitrator is obviously the interpretation of the Agreement between the parties as distilled from the Letter of Award dated 18th September 2013. It’s distillate is to be found in paragraphs 76 to 79 of the Award, and we feel it is profitable to reproduce the same rather than repen the same. The three paragraphs read as under:- “76. I have heard and considered the submissions of both the parties. Mr. It’s distillate is to be found in paragraphs 76 to 79 of the Award, and we feel it is profitable to reproduce the same rather than repen the same. The three paragraphs read as under:- “76. I have heard and considered the submissions of both the parties. Mr. Purohits submissions are based on his interpretation of the Agreement. As set out hereafter his interpretation is erroneous. Mr. Purohit is submitting on the erroneous footing that all drawings had to be supplied under Phase 1. To be noted that Claimant is not claiming that all drawings, required by the Project were supplied. Claimant is claiming that drawings required to be supplied for payment of Rs. 1,68,54,000/- were supplied. That is why Claimant avers in paragraph in paragraph 5(u) of the Statement of Claim, that design and concept for six villas were complete and the remaining were to be done as and when the construction for the same were to be carried out. Claimant has also in answer to Questions 66, deposed that she is willing to hand over design drawings for all 12 Villas if Rs.2,52,81,000/- is paid. Apart from case made out by Claimant Mr. Purohits submissions are ignoring, not just admissions made by the Respondents in their Statement of Defence, but are also contrary to the case of the Respondents in the Statement of Defence. I am unable to accept Mr. Purohits submission that there is no admission. Mr. Purohit seeks to explain away, unsuccessfully, the admission in paragraph 2.5.2 of the Statement of Defence. However significant to note that Mr. Purohit has nothing to say about the categoric admissions in paragraphs 2.5.6 and 2.6.2. of the Statement of Defence. In Paragraph 2.5.6 it is admitted that Rs.1,68,54,00,000/- (sic Rs.1,68,54,000/-) were paid in consideration of delivery of completed architectural drawings as contemplated in Phase 1 and 2 of the said Agreement. In paragraph 2.6.2 it is admitted that as per the scope of work for Phase 1 and 2 the Claimant has rendered designs and drawings (albeit with delay) (emphasis supplied). For these categoric admissions Mr. Purohit has no explanation. Mr. Purohits explanation in respect of paragraph 2.5.2 is also without any substance. Paragraph 2.5.2 may be a sub-para of paragraph 2.5. Paragraph 2.5 may be dealing with Respondents right to use the drawings. For these categoric admissions Mr. Purohit has no explanation. Mr. Purohits explanation in respect of paragraph 2.5.2 is also without any substance. Paragraph 2.5.2 may be a sub-para of paragraph 2.5. Paragraph 2.5 may be dealing with Respondents right to use the drawings. But whilst dealing with Respondents right to use the drawings, unless one is making an admission there is no necessity to state “Claimant has furnished to the Respondents drawings in consonance with her obligations under Phase 1 and 2. To be noted that the statement is not referring to limited drawings as Mr. Purohit now seeks to make out. Whilst dealing with a right to use the drawings if limited or incomplete or unusable drawings are supplied one does not say that “Claimant has furnished drawings in consonance with her obligations under Phase 1 and 2”. Clearly there is an admission in paragraph 2.5.2 also. 77. The Agreement has been set out above. In my view a plain reading of the Agreement shows that in Phase 1 the Claimant was only to a) discuss general requirement b) determine the client's requirement and c) develop a Master Plan conceptual schematic design, broader site landscaping division of 12 plots and services of each plot. The Agreement provides that detailed drawings are in Phase 2. The table under the Caption “First phase of fees applicable will be as under” merely shows what payment was to be made at what stage. Thus, in my view, there is no inconsistency between pages 1 and 2 of the Agreement. The Scope of Work provides what work was to be done in Phase 1 and in Phase 2. The table under the caption “First phase of fees” is not providing what work was to be done in Phase 1 or Phase 2. It is only providing when fees set out therein, are to be paid. The work to be done in Phase 1 remains as set out under the “Scope of Work”. All that the table under the caption “First Phase of fees applicable will be as under” provides is that (a) Rs. 67,41,600/- was to be paid as advance (b) Rs. 67,41,600 was to be paid “on submission of Architectural drawings for all type of Villas including walk thru” and that on receipt of this amount the interior design drawings must be started (c) Rs. 67,41,600/- was to be paid as advance (b) Rs. 67,41,600 was to be paid “on submission of Architectural drawings for all type of Villas including walk thru” and that on receipt of this amount the interior design drawings must be started (c) Rs. 33,70,800/- was to be paid “On submission of Interior Design drawings including renderings and 3D”. Merely because the full amount has been paid does not mean that all drawings including interior designs and renderings and 3D had to be or had been given. Assuming this view of the Tribunal is not correct it would only mean that there is an ambiguity in the Agreement. In such a case what is to be seen is what the parties themselves understood the Agreement to provide. Obviously, as set out above, Claimant is claiming that all drawings were not to be furnished at this stage. The Respondents have also understood the Agreement in the same manner as the Tribunal. Their understanding is set out in paragraph 2.3.1 of the Statement of Defence. This also shows that the Respondents also understood that in Phase 1 the Scope of Work only obliged the Claimant to provide advice and to discuss the requirements as regard the project. In paragraph 2.3.1 the Respondents aver that in Phase 1 the Claimant was to prepare and develop the architectural drawings. Detailed designing was to be done in Phase 2. This coupled with the fact that Respondents have admitted (a) in paragraph 2.5.2 that “Claimant has furnished to the Respondents drawings in consonance with her obligation under Phase 1 and 2 of the Phase of Work;” (b) in paragraph 2.5.6 that Rs.1,68,54,00,000/- (sic.1,68,54,000/-) were paid in consideration of delivery of completed architectural drawings as contemplated in Phase 1 and 2 of the said agreement and (c) in paragraph 2.6.2 “As regards the Scope of work (for Phase 1 and 2) the Claimant has rendered designs and drawings (albeit with delays) and she has been discharged full payment in respect thereof in the sum of Rs.1,68,54,000/- (Rupees One Crore Sixty Eight Lakhs Fifty Four Thousand only). This coupled with the fact that the erection work of structures in terms of the drawings stands commenced”. All this clearly shows that the Respondents also understood the Agreement to be as set out by the Tribunal. This coupled with the fact that the erection work of structures in terms of the drawings stands commenced”. All this clearly shows that the Respondents also understood the Agreement to be as set out by the Tribunal. Of course the Respondents claim that these were to be done as per the time schedule prescribed in the Agreement. This question of time limit is dealt with separately but paragraph 2.3.1 shows that Respondents did not understand that in Phase 1 Claimant was to deliver all designs and drawings. Also to be seen from the relevant portion of the Agreement, reproduced above that the Agreement is only for designing services. Claimant has not taken responsibility for obtaining permissions and this responsibility is solely of the Respondents. Claimants' completion of the project on time is dependent on Respondents cooperation and subject to force-majeure conditions. If apart from designing services any other substantial service is requested, it is to be paid for at actuals. The execution of interior works is to be by Claimants and if it is undertaken by any other contractor Claimant has to be paid Rs.2,52,81,000/-. Respondents have to commence construction of Villas by 1st May 2014. The Agreement provides that all intellectual property rights in the design works belong to Claimant. Also to be remembered that Respondents have paid the sum of Rs.1,68,54,000/- without any protest. This necessarily shows that Respondents themselves understood that whatever drawings were to be delivered upto this stage were delivered. Thus now the question of what work was to be done in Phase 1 and what work was to be done in Phase 2 losses significance. Since there was no protest at the time of making payments, it implies that the work was done to the satisfaction of the Respondents. In view of this and the admissions the Claimant did not need to prove/establish that she had complied with her obligations. Of course, as pointed out above the Respondents have claimed that the drawings/plans were delayed had to be re-worked several times, initially incomplete, non executable and/or unusable. The Respondents will have to prove these aspects. If Respondents prove these aspects then it can be said that even though Claimant had delivered she had delivered defective work. However if Respondents fail to prove this then it is not open to submit, contrary to pleadings/admissions, that Claimant had not complied with her obligations”. 27. The Respondents will have to prove these aspects. If Respondents prove these aspects then it can be said that even though Claimant had delivered she had delivered defective work. However if Respondents fail to prove this then it is not open to submit, contrary to pleadings/admissions, that Claimant had not complied with her obligations”. 27. From a perusal of the pleadings, the arguments reflected in the findings returned by the learned Arbitrator, it is apparent that at the heart of the dispute was whether there was a commonality in the works to be executed by the Respondent pertaining to the Fee Schedule referred to in the First Phase and the Second Phase and the scope of the work. The learned Arbitrator has highlighted that the two Phases of the scope of the work were not intrinsically linked with the First Phase of Fees and Second Phase of fees. In paragraph 77 the learned Arbitrator has highlighted that pertaining to the Scope of Work under Phase 1 the same was restricted only to the Respondent discussing general requirements of the project, to determine the client's requirements and develop the Master Plan, Conceptual Schematic designs and broadside landscaping with division of 12 plots and services of each plot. The learned Arbitrator has noted that relating to the scope of work, the Agreement provides for detailed drawings in relation to the Phase 2 of the work. The learned Arbitrator has in the same paragraph thereafter brought home the point that the table pertaining to the fee brings out the stages at which the payments had to be made. The learned Arbitrator has brought out “'that the scope of work' provided of the work shall be done in Phase 1 and Phase 2. Table under caption 'First Phase of fee’ is not providing what was to be done in Phase 1 or Phase 2”. It only provides that fees set out therein are to be paid. 28. The learned Arbitrator draw an inference on the understanding of the terms of agreement by the respective parties and record that merely because the full amount has been paid does not mean that all drawings including interior designs and rendering of 3D models had to be or had been given. Relying on paragraph 2.3.1 of the Statement of Defence the Arbitrator construed the scope of work to be undertaken in two phases. Relying on paragraph 2.3.1 of the Statement of Defence the Arbitrator construed the scope of work to be undertaken in two phases. Para 2.3.1 of the Statement of Defence contains the following : “2.3.1. The Respondents state that the Agreement dated 18th September, 2013 (“the Agreement”) entered into by and between the parties prescribes the work to be executed in two phases. Phase 1 of the scope of work of the Agreement obliges the Claimant to provide advice and to discuss on the requirements of the project; determine the client’s requirements as regards the project; and prepare and develop the architectural drawings as required by the Respondents and submit to the Respondents the same as per the time schedules more particularly referred in the said agreement. Phase 2 of the scope of work also provides for rendering detailed designs of Villas as detailed/specified in the Agreement.” 29. Categorically accepting the case of the Claimant that all drawings were not to be furnished at this stage, the learned Arbitrator record that Respondent has also understood the agreement in this very same manner. He relies on para 2.3.1 of the statement of defence where the Respondent had understood that in Phase 1, the scope of work only oblige the Claimant to provide advise and to discuss the requirements as regards the project and in Phase 1, Claimant was obliged to develop and prepare the architectural drawings and detailed designing was to be done in Phase 2. The learned arbitrator also takes recourse to an admission in para 2.5.2 of the statement of defence to the following effect “Claimant has furnished to the Respondent drawings in consonance with her obligation in Phase 1 and 2 of the phase of work”. A further admission in para 2.5.6 also form the basis for the arbitrator’s verdict in favour of the Claimant where it was admitted that Rs.1,68,54,00,000/- were paid in consideration of delivery of complete architectural drawings as contemplated in Phase 1 and 2 of the said agreement. Another admission in para 2.6.2 to the effect “As regards the scope of work” (for Phase 1 and 2) the Claimant has rendered designs and drawings (albeit with delays) and she has been discharged full payment in respect thereof in the sum of Rs.1,68,54,000/-. Another admission in para 2.6.2 to the effect “As regards the scope of work” (for Phase 1 and 2) the Claimant has rendered designs and drawings (albeit with delays) and she has been discharged full payment in respect thereof in the sum of Rs.1,68,54,000/-. Taking the aforesaid admissions on record, the learned Arbitrator found himself to be justified in arriving at a conclusion that it was not the understanding of the Respondent before him that in Phase-1, the Claimant was to deliver all designs and drawings. 30. Further, being convinced by the action of the Respondent in paying the entire amount of Rs.1,68,54,000/- which was contemplated to be paid on completion of Phase-1, the Arbitrator records a clear finding that the Respondent has also understood that whatever drawings were to be delivered upto this stage were delivered and this being the situation what work has to be done in Phase-1 and what work has to be done in Phase-2 has lost its significance since there was no protest on the part of the Respondent at the time of making the said demands which implied that the work was done to their satisfaction. The learned Arbitrator contrasted the claim of the Respondent when an attempt was made to rely on the admission of the Claimant that all drawings were not submitted by recording that undoubtedly all drawings are not submitted but the question is where all the drawings were required to be submitted at that stage. By referring to the response of the Claimant (CW 1) in her evidence where she expressed her willingness to hand over the design drawings for all the villas if Rs.2,52,81,000/- is paid. The learned Arbitrator relied on the statement contained in the statement of claim in para 5(u) where the Claimant had averred that the design concept for six villas was complete and the remaining was to be done as and when the construction for the same was to be carried out. The Arbitrator also did not agree with the submission advanced on behalf of the Appellants/Respondent that the drawings were incomplete, since they came to be accepted without any demur and the entire amount agreed to be paid at the end of Phase-1 was paid. The Arbitrator also did not agree with the submission advanced on behalf of the Appellants/Respondent that the drawings were incomplete, since they came to be accepted without any demur and the entire amount agreed to be paid at the end of Phase-1 was paid. On an admission contained in para 2.5.1 of the statement of defence to the effect that the drawings/plans currently in use were the one prepared by Sussanne Roshan House of Designs, the learned Arbitrator held in favour of the Claimant for being entitled to the amount of Rs.2,58,81,000/-. The Arbitrator has recorded his finding in para 110. “110. All the above makes it very clear that drawings/designs/plans as required under the Agreement, upto the date of termination, were supplied by the Claimant to the Respondents. The Respondents have admitted that this was done. It is clear that the alleged ground of delay is no ground at all. Time was never of the essence and was never made of the essence of the contract. The ground of delay has been taken up by the Respondents only as an excuse to terminate/justify wrongful termination. The termination was without any justifiable cause. The Agreement provides that the ownership of the drawings remain with the Claimant. Thus Respondents do not have any right, much less an absolute, impeachable and irrevocable right to the drawings without payment as provided in the Agreement. The Respondents have failed to establish that the Claimant is in breach of the Agreement. The Counter Claim is on the footing that Claimant was in breach and thus loss/damage is caused to the Respondents. As Respondents have failed to establish any breach by the Claimant the Counter Claim of the Respondent fails and will have to be dismissed on this ground alone. The Counter Claim also seems to suggest that the Claimant had misrepresented herself to be an Architect. There is no material on record, except bare word of Respondents that Claimant had represented herself to be an Architect. In fact the Agreement states that Claimant would be appointing professionals.” 31. The submission of the Respondent that in order to claim entitlement for an amount of Rs.2,52,81,000/-, the Claimant was duty bound to perform her obligation as contemplated under the agreement being to inspect the work of execution, assist in sourcing of material and suggest necessary changes if any, did not find favour with the learned Arbitrator. The submission of the Respondent that in order to claim entitlement for an amount of Rs.2,52,81,000/-, the Claimant was duty bound to perform her obligation as contemplated under the agreement being to inspect the work of execution, assist in sourcing of material and suggest necessary changes if any, did not find favour with the learned Arbitrator. Recording that it is the Respondent who had elected to appoint third party contractors and it is the Respondent who is continuing use of drawings and plans submitted by the Claimant, the Award records that the argument that the Claimant had given up her claim cannot be justified. The arbitrator rejected the Respondent’s claim on the perusal of the e-mail exchange between the parties that the Claimant had withdrawn from the agreement/project and has recognized their right and entitlement to use the drawings/works and execute construction without any fetters and obligations. Rejecting the arguments of estoppel and waiver, the Arbitral Tribunal held that the Claimant is not in breach and in fact it is Respondent who has wrongly and without justification have terminated the contract and the Respondent does not have any right to use the drawings of the Claimant without making payment under the Agreement. 32. The Award, on accepting the claim of the Claimant for suffering a loss has computed the damages due to her to the tune of Rs.2,52,81,000/- as a claim not towards loss on any of the grounds mentioned in the claim but as a claim rolling out of the agreement between the parties which clearly contemplated that if the Respondent was to use the Claimant drawing and get the work executed through the other contractors, then, they must pat the said amount. Recording that the claim is for an agreed price of drawings/designs supplied, the Claimant has been held entitled to receive Rs. 2,52,81,000/-, with a further finding that the Respondent cannot get out of paying this amount by adopting simple ruse of first acquiring the Drawings/Designs and then terminating the agreement. By holding that the Claimant is not at fault and it is the Respondent who has wrongly terminated the agreement, the Award declare that the Claimant is entitled to an amount of Rs.2,31,74,250/- by deducting an amount of Rs.21,06,750/- which was admittedly received by her. 33. By holding that the Claimant is not at fault and it is the Respondent who has wrongly terminated the agreement, the Award declare that the Claimant is entitled to an amount of Rs.2,31,74,250/- by deducting an amount of Rs.21,06,750/- which was admittedly received by her. 33. On the assertion of the Appellants that there was delay on part of the Respondent to submit the drawings, the Award contain the following observations of the learned Arbitrator. “82. Also to be noted that under the Agreement the Claimant was only responsible for the designs. The actual construction of the Villas was to be done by the Respondents. That is why the Agreement provides that “completion of the project on time is dependent on client co-operation”. The furnishing and interior designs of the Villas cannot be said to be delayed if the Villas themselves have not been constructed. The nature of the Agreement also indicates that all drawings did not need to be submitted in Phase 1. To construct Villas the Respondents needed the architectural drawings. As pointed out hereafter it is admitted that these were received. Interior designs would depend on the construction being completed. Interior designs would be very detailed, requiring a number of drawings. For example just for Villa 4 Claimant forwarded to Respondent 96 drawing. Similarly for each Villa a large number of drawings would be required. The Claimant has deposed – “Q57. Can you give us a broad range of the number of drawings which would comprise of a complete architectural and interior package per villa for the nature of villas that comprise the present project. A. Between 60 to 90 drawings depending on each villa and all the details”. There is no denial or rebuttal of this deposition. There were to be 12 Villas. There would thus be a minimum of 720 drawings going upto a possible 1080 drawings. Apart from Architectural drawings most would be drawings of interiors. The drawings of interiors would be needed only after construction of Villas is completed. Thus it is illogical to think that parties contemplated so many drawings to be completed and handed over even before the construction was commenced.” 34. Apart from Architectural drawings most would be drawings of interiors. The drawings of interiors would be needed only after construction of Villas is completed. Thus it is illogical to think that parties contemplated so many drawings to be completed and handed over even before the construction was commenced.” 34. Non production of any drawings/plans which were alleged to be incomplete/non-executable or unusable, in the wake of the claim in contrast by the Claimant that she had complied with her obligations and supplied complete drawings persuaded the learned Arbitrator to derive an inference that non production of the best evidence in their favour if produced would have established that their case is absolutely false. 35. On the accompanying issue of delay on the part of the Claimant, the Tribunal jerked the issue by recording that the question would had any significance if time was the essence of contract and since the agreement capitulated that time lines are approximate, and taking note of an admission on part of the Appellants that time was not the essence of the Agreement, the Tribunal returned a finding that the claim was to design and execute interiors and the question of delay in executing interiors would only arise if the outer shell of the Villas was ready and only then delay can be attributed. Touching the cross examination of the Appellant No.1 who was examined as RW-1 and the cross examination of another witness RW-2 - Lincoln D'Souza, on the aspect of construction and on reproducing the relevant evidence from the testimony of RW-1, the learned Arbitrator discerned that admittedly the nature of land was such that it required excavation for the purpose of construction and the excavation work was still continuing in August/September, 2015. He further records that approval for construction of 9 Villas was first obtained and permission for construction of 12 Villas was subsequently obtained on 2nd May 2015 and construction of Villa No.4 was taken up first. The admission on part of the Appellant No.1 that in May 2015 he had suggested reduction in size of the Villa which were not yet constructed, the Award inscribes that the email dated 12th May 2015 was not indicative of the same. An admission, that constant revision/changes to the drawings which were submitted by the Claimant was required to be undertaken has been inferred to have contributed to the delay. An admission, that constant revision/changes to the drawings which were submitted by the Claimant was required to be undertaken has been inferred to have contributed to the delay. The Tribunal therefore concludes that it was the Appellants, who were responsible for delay in submission of the finalized drawings and it is not open for them to complain about the delay. To deduce the said conclusion, the Award also extracts the relevant portion of the cross examination of RW-2 who has categorically admitted that even in June 2015 roofing work for Villa No.12 was not complete and was in progress. 36. Recording that it is the Appellants who have elected to appoint third party contracts and continue to use the drawings and plans submitted by the Claimant, without making the payments under the Agreement on the pretext of delay, waiver of her claim, the Tribunal do not find any justification to deny the claim stated in the Statement of Claim. As a sequitur, the claim is granted in favour of the Claimant, after making necessary adjustments. 37. In a petition instituted by invoking Section 34 of the Arbitration and Conciliation Act, the Appellant filed Commercial Arbitration Petition No.917 of 2018. The learned Single Judge by his judgment dated 26th September, 2018, dismissed the Commercial Arbitration Petition by recording a finding that the impugned Award does not disclose any error, much less an error or illegality appearing on the face of it and that the view taken by the learned Arbitrator is a possible view duly supported by evidence. By recording that none of the grounds of challenge within the framework of Section 34 of the Arbitration and Conciliation Act are made out, the Award came to be upheld. 38. We have extensively heard learned counsel Shri Simil Purohit for the Appellants and Shri Sharan Jagtiani for the Respondent/Claimant. Akin to a banyan tree which is characterized by ariel roots which hang from its leaves, the submissions of Shri Purohit float all over in the air desperately, in an attempt to clinge on and envelope the case of his opponent and begin its life as an epiphyte. Akin to a banyan tree which is characterized by ariel roots which hang from its leaves, the submissions of Shri Purohit float all over in the air desperately, in an attempt to clinge on and envelope the case of his opponent and begin its life as an epiphyte. According to the learned counsel Shri Purohit, the Respondent/Claimant had staked her claim of Rs.2,52,81,000/- on the basis that she had an intellectual property rights in the drawings and because of the wrongful use of drawings by the Appellants, she had suffered loss and until such payment is made, the Appellants are not entitled to use her drawings. The Appellants had filed an Arbitration Petition under Section 9 of the Arbitration and Conciliation Act, 1996 which was converted to a section 17 application before the Arbitrator and an Application seeking injunction restraining use of Drawing filed by the Claimant was rejected. According to Shri Purohit, this application essentially sought an injunction restraining the Appellants from using the drawings and the claim was entirely based on breach of an agreement and for infringing the intellectual property right and her entire case was based on a presumption of being an owner of copy right and the claim as structured necessarily involved determination as to whether she is the owner of copy right and as submitted before the learned Arbitrator, the claim being in rem was not arbitral. Then like another fig of the “Banyan” the award is subjected to severe criticism by arguing that in complete deviation from a case for damages and compensation arising from breach of contract, the Respondent at the time of final arguments, for the first time pleaded that a sum of Rs.2,51,81,000/- became due regardless of any obligation, in terms of the contract and essentially no damages were required to be proved and this submission according to Shri Purohit was premised on the erroneous assumption that the Appellants had waived the obligatory performance under Section 16(c) of the Specific Relief Act. According to Shri Purohit, the plea of waiver was raised for the first time at the time of final arguments and pleadings or evidence led by the parties did not involve “waiver” and thus the Appellants were denied a chance to respond to the said pleadings or to lead evidence on the said aspect. 39. According to Shri Purohit, the plea of waiver was raised for the first time at the time of final arguments and pleadings or evidence led by the parties did not involve “waiver” and thus the Appellants were denied a chance to respond to the said pleadings or to lead evidence on the said aspect. 39. Like a prop root of a strangler fig which attempts to kill the host tree, the prejudice on account of the Appellants being called upon to argue first, was then urged. It was then submitted that assuming that it was permissible for the Arbitral Tribunal to convert the claim of specific performance into claim of damages, the failure on part of the Respondent to prove readiness and willingness to perform her part at all stages, ought to have resulted in denial of the claim in her favour. 40. After making a serious attempt to choke the host tree, a submission which take form of another trunk emerges. Through a submission advanced that in order to sustain a claim of specific performance and claim of Rs.2,52,81,000/-, the Respondent was impelled to discharge obligations in terms of the agreement i.e. bound to provide all the drawings, inspect the execution of villa interiors, assist in sourcing of materials and suggest necessary changes. The sum of Rs.2,52,81,000/- was not a gratis but coupled with an obligation and the moment she disassociated herself with the Appellants project, she indicated that she was not willing to comply with her obligations under the contract and this would disentitle her to claim the sum under the contract. 41. The Award is assailed as being perverse, opposed to public policy and contrary to a contract between the parties. The Award is also sought to be attacked as being patently illegal since though no performance was averred, offered or sought, the Award directed performance albeit the ingredients to award the performance were not established. The Award is also sought to be levelled as perverse as the benefit of waiver was sought to be invoked for awarding the sum in favour of the Respondent when it was not pleaded or even proved nor the obligations corresponding to the payment of the sum awarded have been complied with. 42. The Award is also sought to be levelled as perverse as the benefit of waiver was sought to be invoked for awarding the sum in favour of the Respondent when it was not pleaded or even proved nor the obligations corresponding to the payment of the sum awarded have been complied with. 42. Per contra, Shri Sharan Jagtiani, the learned counsel for the Respondent has briefly analysed before us the Award and according to the learned counsel, the Arbitrator has hit the bullseye and rightly granted the claim contained in the statement of claim to be the one flowing from the contract. As per Shri Jagtiani, the Award has rightly considered the case of the Claimant put forth that the work on Phase 1 and Phase 2 progressed simultaneously and the Claimant presented to the Appellants several artistic works – detailed plans and elevations, sections pertaining to the villas, 3D models, walk throughs and furniture drawings and rendered drawings and she had created the original artistic works inter alia the final brochure including all literary work, logo branding and graphic designing, finalized detail plans of the elevations and sections including furniture drawing and landscaping and computer graphic images. Shri Jagtiani would submit that the payment of sum of Rs.1,68,54,000/- under the Phase 1 of the fees being paid to the Claimant without any demur or complaint, was rightly construed by the Arbitrator as the fees for first phase towards the works undertaken in terms of the contract and the Arbitrator has rightly awarded sum of Rs.2,52,81,000/- as the fees to be paid to the Claimant if the works were executed by the Appellants or any other contractor hired by the Appellants and payment of such fee being an pre-condition of using her work without her consent and the execution being undertaken by a third party. Shri Jagtiani would asseverate that the claim awarded in favour of the Respondent is the one under the agreement executed between the parties and it is a claim for price of the drawings/designs supplied which the Award records as being put to use by the Appellants in executing the work of the Villas, even after termination of the contract at the instance of the Appellants. Shri Jagtiani also justifies the quantification of the awarded amount after giving credit to an amount of Rs.21,06,750/- which was paid towards the second phase of fees. Shri Jagtiani also justifies the quantification of the awarded amount after giving credit to an amount of Rs.21,06,750/- which was paid towards the second phase of fees. He would thus submit that no illegality or perversity is to be located in the Award by the learned Arbitrator and his submission is that the same deserves to be upheld and so also the judgment of the learned Single Judge, which concurs the findings in the Award. 43. With the assistance of the able counsel and their commendable power of persuasion, we have gone through the material placed before us including the Award. After doing so we cull out our conclusions hereinafter: The learned Arbitrator was called upon to deal with the claim and its opposition brought before him in form of lengthy and prolix pleadings and he had to navigate himself through the multiple streams to reach its origin and once he reached there, the task was much simpler. Lord Shri Krishna in Bhagwad Geeta has described Banyan tree which has its root upwards and its branches down and has described its leaves as vedic hymns and one who knows this tree is stated to possess the knowledge of vedas. Grappling through the roots and the trunks of the prolix pleadings, the Arbitrator has succinctly deciphered each of the roots and branches and granted the claim in favour of the Respondent/Claimant. The learned Arbitrator treating the Agreement in question as Polestar, which he is expected to adhere to, acting in consonance with the powers conferred on him by the Arbitration and Conciliation Act, 2013 and being conscious of the position that his existence, depend upon the Agreement and his function is to act within limits of the Agreement, worked within the four corners of the Agreement dated 18th September, 2013, focused himself and interpreted its terms by ascertaining its scope from the parties themselves. The observations of the learned Arbitrator on reflecting various facets of the agreement and the justification awarding the claim for damages have been referred by us in the paragraphs above. 44. The project conceived by the Appellants and christened by the Respondent as “Naira”, a word - which connotes Radiant – Glitters - Shine, is derived from an Arabic word “Noor” which connotes 'LIGHT'. 44. The project conceived by the Appellants and christened by the Respondent as “Naira”, a word - which connotes Radiant – Glitters - Shine, is derived from an Arabic word “Noor” which connotes 'LIGHT'. The project was conceptualized as 12 unique and highly stylized luxurious villas in Goa and being an extremely high end concept each villa designed uniquely to match individual taste and preferences, called for a talented Architect and interior design to conceptualize the plan and execute the project. The services of the Respondent were engaged by the Appellants for rendering architectural planning/design and execution services necessary for the project. The agreement dated 18th September 2013 which is pivotal to the controversy needs to be looked at with this background in mind. 45. Carefully read, the agreement determine the scope of work to be undertaken by the Respondent which was contained in Phase 1 and Phase 2. This was countenanced by a fee of Rs.Six crores (Rupees Fifty Lakhs per villa). The obligation cast upon the Appellants to pay the fees was deciphered in two phases. The first phase of fees comprised of three instalments and the first instalment was towards an advance to commence the architectural drawings. On submission of the architectural drawings for all types of villas and before the interior design drawings were being drawn, the fee of second instalment became payable. On submission of the interior design drawings including rendering and 3D, the third instalment was payable as a part of first phase of fees. Though the agreement stipulate these instalments to be paid on completion of the works spaced against each instalment by a particular date, the theme of the agreement was based on the approximate time duration and the parties are ad-idem that time was not the essence of contract. The second phase of fees was payable on the execution of the interiors for individual Villas and was phased in 24 instalments. The total fees payable on completion of the interiors of all the 12 Villas was estimated at Rs.5,05,62,000/-. The second phase of fees was payable on the execution of the interiors for individual Villas and was phased in 24 instalments. The total fees payable on completion of the interiors of all the 12 Villas was estimated at Rs.5,05,62,000/-. Based on the admissions elicited from the Statement of Defence and the cross-examination of the Appellant No.1 and the witness, who entered the witness box, the Arbitrator construed the scope of work to be undertaken in Phase 1 to include (a) discussing general requirement (b) determining the client's requirement and (c) developing Master plan, conceptual schematic design, broader site landscaping, division of 12 plots and services of each plot. Phase 2 of the work in terms of the said clause encompassed detailed designing. Further the assertion in the Statement of Defence incorporated in paragraphs 2.5.2 and 2.5.6 to the following effect were credited as admission to the claim set out by the Claimant that she was not to furnish all drawings at stage 1 and her entitlement to receive fees in Phase 1 was not contingent on submission of the entire drawings of the project as was sought to be canvassed by the Appellants. The admission contained in the following para of Statement of Defence was accorded due credit by the learned Arbitrator. “2.5.2 The Respondents state that under the Agreement, the Claimant has furnished to the Respondents drawings in consonance with her obligations under Phase 1 and 2 of the scope of work of the said agreement and has admittedly been paid an amount of Rs.1,68,54,000/- (Rupees One Crore Sixty-Eight Lakhs Fifty Four Thousand only) towards the same. The drawings were prepared at the instance and specific instructions of the Respondents. As against the payment of the aforesaid amount made by the Respondents to the Claimant, the Respondents have gained an irrevocable and absolute right to use the said drawings. The drawings were prepared at the instance and specific instructions of the Respondents. As against the payment of the aforesaid amount made by the Respondents to the Claimant, the Respondents have gained an irrevocable and absolute right to use the said drawings. 2.5.6 Further, as the Respondents having made the entire payment of Rs.1,68,54,000/- (Rupees One Crore, Sixty eight lakhs, fifty four thousand only) to the Claimant in consideration for the delivery of the completed architectural drawings as contemplated in Phase 1 and 2 of the said agreement and because the Respondents have discharged their entire obligations as they were liable to, under the said agreement, the Respondents now have an absolute and irrevocable right and/or license to use the drawings, and complete the project without any obstruction/claim and/or demand from the Claimant. In view of the aforesaid, the Claimant is also estopped from making any claim on any of the drawings and/or in relation to the use thereof. The termination of the Claimant’s scope of work as contractor, does not detract from the Respondents’ entitlement to use the drawings which is absolute and for which full payment has been made.” 46. The conclusion derived by the learned Arbitrator is thus premised on the above admissions contained in the Statement of Defence. Accepting the agreement to convey that it is only for the Designing services and all Intellectual Property Rights in the design work belong to the Claimant, the learned Arbitrator record that the claim of EMGEE properties that the drawings submitted by the Claimant were initially incomplete, non-executable and/or unusable was held to be not proved. Even if it is so proved, the learned Arbitrator held that it will be contrary to the pleadings and the admissions of the Appellants. The payment of full amount of Phase 1 of schedule of fees without any protest led the learned Arbitrator to deduce a conclusion that all the drawings required to be submitted at that stage were in fact submitted. 47. The payment of full amount of Phase 1 of schedule of fees without any protest led the learned Arbitrator to deduce a conclusion that all the drawings required to be submitted at that stage were in fact submitted. 47. The entitlement to a sum of Rs.2,52,81,000/- is the bone of contention of the two contestants, which rests on a contingency where the designs prepared by the Respondent are executed through the Appellants or their contractor without using her contractors and without her consent and for such architectural design being used in the project, the sum became payable as the designer's fees, over and above the fee paid in the first phase. This amount, as per the Agreement, was to be paid in two instalments of Rs.1,26,40,500/-. The entire conundrum between the parties revolves around this clause in the agreement and the entitlement of the Claimant to the said amount in absence of the discharge of corresponding obligation cast on her by the agreement, which obligated Suzanne Roshan House of Design to provide all drawings, inspect the execution of the villa interiors, assist in sourcing of materials and suggest necessary changes, if any. The Arbitrator resolves the enigma with paying due regard to the contract between the parties and by remaining embedded to its express terms. He has laboriously gone through the entire gamut of the details of Designs/Drawings supplied and sieved the claim through, to reach the end result, by confining himself within the frame of the. 48. In an attempt to deny the said claim to the Claimant, the Appellants have mounted the multi-ferrous attacks on all possible counts so as to dissuade the Arbitrator from granting her the claim amount. The claim came to be opposed before the learned Arbitrator on a specious plea that the claim was based on copy righted works and damages were claimed on the basis of infringement of copy right in the works. The claim being wrongly assumed to be under the said head, it was sought to be argued before the learned Arbitrator that it being a claim in rem and hence not arbitrable. The claim being wrongly assumed to be under the said head, it was sought to be argued before the learned Arbitrator that it being a claim in rem and hence not arbitrable. The learned Arbitrator rightly turned down the said plea by holding that the dispute between the parties is a commercial dispute and arise out of the agreement and the Claimant has never sought declaration of an owner of copy right and therefore, it was not necessary to go into the doctrine of originality. Pertinent to note that the Claimant herself in her Statement of Claim has averred that she has not authored all the drawings but some of them were created by her employees in the course of employment and in her evidence she has confessed that the drawings were drawn by Burgis Italia, Ms.Sheetal Patel who were the registered Architects and by the Deed of Assignment, she had acquired them. We are therefore at a loss to understand as to on what basis the Appellants stake their claim and even if they had done so, we only say that they were misguided in mounting such a claim. 49. A ground for denying the claim, which was laid before the learned Arbitrator and even before us is that of delay. Delay in submission of drawings and execution of works is attributed to the Respondent. Perusal of the evidence in form of the exchange of e-mails however indicate to the contrary. The Claimant has specifically averred in her statement of Claim that on account of the Appellants constantly demanding alterations and modifications, the work on the drawings and plans kept getting delayed. A statement is made to the effect that plans were called to be altered and modified on account of “costs constraints and space reduction”. With precision, the learned Arbitrator has referred to the answers given by the Appellant no.1 and the witness RW 2, extracted in their cross-examination where a clear admission is recorded that time is not the essence of contract and the approval for construction of 12 Villas was received on 2nd May 2015. The witness has also admitted that all the decisions regarding design, size of the Villa were taken by him and he was giving constant inputs regarding the design. The witness has also admitted that all the decisions regarding design, size of the Villa were taken by him and he was giving constant inputs regarding the design. He also responded in positive to a Question put to him in cross-examination that even in April 2014 inputs were given to reduce the size of 600 sq.ft on level 1 and level 2 besides the kitchen. By noting the various dates, the learned Arbitrator accept the case of the Claimant that even in the month of March 2015, excavation work was in progress and the roofing work of the Villa No.12 was not complete so as to enable the Respondent to commence the interior work of the Villas. The contract between the parties being of designing and execution of the designs, the latter stage contemplated the outer shells of the villas to be ready before executing the interiors. The construction the Villas being the responsibility of the Appellants and on being completing their task the Villas were to be made over to the Respondent for carrying out the interiors and the role assigned to her in terms of the agreement was preparing the interiors of the Villas. Based on the responses derived in the cross-examination, the Arbitrator has rightly recorded that the excavation work was still going on in August/September 2015 and therefore the Appellants were not justified in attributing delay in completion of the project through the controversial e-mails exchanged on July 25, 2015. The Award rightly records that the Respondent/Claimant was not to be blamed for delay and the advantage could not have been derived on the pretext of delay in submission of designs and plans to deny the second phase of fees. 50. Along with the Statement of Claim, the Claimant had placed on record the copies of works created by her and she claimed to be the owner since they were created by her and her employees. The Appellants admitted to have paid the first phase of fees and never raised any concern about the drawings submitted by the Claimant being unusable or incomplete. The second phase which contemplated execution of the work and before the amount in the second phase became due, the Claimant was paid an additional amount of Rs.16,85,400/- on 12th March 2014 towards initial cost of preparation of brochure. The second phase which contemplated execution of the work and before the amount in the second phase became due, the Claimant was paid an additional amount of Rs.16,85,400/- on 12th March 2014 towards initial cost of preparation of brochure. The Claimant is also stated to have admitted an amount of Rs.21,06,750/- (inclusive of service tax) towards first instalment of the second phase to start execution interior for Villa 1. The grievance raised was non-payment of the 3rd and 5th instalment of phase 2, though she had completed the work specified at Item Nos.3 and 5 i.e. on starting the execution of interiors of 2nd and 3rd villa. The claim was staked by the Claimant on a very important clause contained in the agreement in form of a note to the following effect. “All Intellectual Property Rights in the design work and related creative work shall belong to Suzanne Roshan House of Design, after approval shall be implemented/included only to Suzanne Roshan House of Design”. The claim was thus based on the right of the Claimant in the work created by her and she being excluded from its execution, entitled her for Rs.2,52,81,000/- for using her designs. A strong attack mounted by the Appellants declining the said amount on the premise that it was coupled with a corresponding obligation and there was a failure to discharge the said obligation is dispelled by the learned Arbitrator. Further, the argument that on accepting the termination of the contract, she had waived her claim to the said amount was dealt by the learned Arbitrator and it is recorded in the Award that the claim of the Claimant was not for liquidated damages or for specific performance of contract but it was for the “Agreed price of the drawings/designs supplied”. Further, the Award record that on termination of the contract and which has been specifically admitted by the Appellants on account of the delay they were constrained to terminate, there cannot be insistence on performance of her obligation, since the contract was no longer alive. The Respondent had specifically pleaded that the Appellants were using the original artistic works and designs created by her in the project and to which there is no specific denial. 51. The Respondent had specifically pleaded that the Appellants were using the original artistic works and designs created by her in the project and to which there is no specific denial. 51. The learned Arbitrator has based his award on the basis of the admissions in the Statement of Defence where a categorical admission is given, that all the drawings upto first and second phase of the project have been submitted and also brought out a consensus on the claim of the Respondent that all drawings were not required to be submitted in Phase 1 of work and the detailed interior design drawings were required to be prepared and submitted during the execution phase of the agreement. Once it is accepted/admitted by the Appellants that all drawings required to be submitted upto the stage of the project where they were required to be submitted, the entitlement of the Claimant for the first phase of fees cannot be reopened. The Appellants have also admitted in their evidence that architectural drawings for all 12 Villas were received. Full payment of Rs.1,68,54,000/- without demur or protest is evident of the drawings having been submitted to the Appellants' satisfaction. The learned Arbitrator's finding that there was nothing on record to demonstrate that the drawings submitted by the Claimant were incomplete or non-executable or unusable is based on the evidence brought on record and on the principle that party in possession of relevant information is duty bound to produce that evidence i.e. the best evidence Rule. In absence of proof being adduced to that effect, the Arbitrator has rightly refused to accept the claim of the Appellants that the drawings were incomplete or unusable. 52. Now turning to the submission, of discharge of the corresponding obligation by the Claimant in order to be entitled to the sum of Rs.2,51,81,000/- under the agreement, a submission which again emerges as an alternate submission, we must look at the conduct of the parties which is reflected in the e-mail correspondence placed on record. A flip through the correspondence placed on record is res ipsa loquitor. A flip through the correspondence placed on record is res ipsa loquitor. The exchange of letters is demonstrative of the end of the relationship between the Appellants and the Respondent and when the Appellants have categorically admitted in their statement of defence that on account of the breach of contract on the part of the Claimant, they were constrained to terminate the rendering of execution/contractor services and they engaged third party contractors, the termination cannot be ascribed at the cost of the Claimant. Damages are sought to be denied on the account of the breaches attributed to the Claimant. The absolute and irrevocable right to use the drawings in relation to the project spurt from the alleged acceptance of termination. The Arbitral Tribunal has rendered a clear finding that the Claimant was not in breach of the agreement nor is she responsible for any delay. Based on the admission in para 2.5.1 of the Statement of Defence that the drawings/plans prepared by the Claimant are in use, the Arbitrator justifies his award directing the Appellants to pay the price of using the work created by the Claimant. Recording a finding in para 110, the Counter Claim of the Appellants have also been rejected. 53. To recapitulate the finding recorded by the learned Arbitrator, the distillate of it being that the Claimant was not in breach of the agreement nor was she responsible for the delay in execution of the project. On the contrary, she had performed her part of the obligations by submitting all the architectural drawings which justified her entitlement for the first phase of fees and also justified her entitlement to an amount agreed in the contract to the tune of Rs.2.52 crores for executing the work of the project by using the drawings rendered by her and the claim that the drawings were unusable/incomplete, was turned down by the Arbitrator in light of the clear, unambiguous, unequivocal and categorical admissions contained in the statement of defence that the Claimant had complied with Phase 1 and Phase 2 of the contract and submitted all the drawings and designs in accordance therewith. The Arbitrator awarded the damages not on the premise that it were liquidated damages or a decree for specific performance of the contract but the award was based on the agreed price for the drawings/works of the complainant in terms of the agreement and the sum was due for utilizing these drawings without employing her to execute them. 54. The view taken by the Arbitrator is a possible view after appreciating the evidence brought before him. A possible view of the Arbitrator must necessarily pass the muster and the Arbitrator who is the ultimate master of the quality and quantity of evidence when he delivers his award. We do not find any illegality in the said award while exercising our limited jurisdiction under Section 37 of the Arbitration Act. 55. On a deeper scrutiny of the Award, we are satisfied about the exercise of juridical power by the Arbitrator and the refusal to interfere in the same by the learned Single Judge on a footing that it is not permissible to reassess or re-appreciate evidence or examine the sufficiency of evidence. There being no error apparent on the face of Award and no grounds for interference being in existence, we in exercise of our limited scope under Section 37 of the Arbitration and Conciliation Act refuse to inter-meddle. We leave the Award for its execution and put a quietus at our end by terminating the challenge. We dismiss the Appeal.