Exercise Of Powers U/S 9 A&C Act Against Third Parties Must Be Sparing & Exceptional: Bombay High Court Denies Relief To Messe Frankfurt

The Court clarified that although Section 9 does not impose an absolute bar on granting interim measures against third parties, such jurisdiction must be exercised with restraint and cannot be invoked based on conjecture, speculative allegations, or weak circumstantial material.

A Bench comprising Justice Sandeep V Marne, while placing reliance on the Supreme Court’s decision in Gatx India Private Ltd. Versus Arshiya Rail Infrastructure Ltd and Ors (2014), reiterated: “exercise of power under Section 9 for granting interim relief against a party to arbitration agreement which incidentally affects a third party is ordinarily acceptable, …however, when order made under Section 9 is wholly directed against a third party, the power must be exercised sparingly”.

Background

The dispute arose out of an Asset Purchase Agreement executed between Messe Frankfurt Trade Fairs India Pvt. Ltd. and Netlink Solutions India Limited, under which Messe Frankfurt acquired intellectual property, goodwill, trademarks, and databases relating to certain trade exhibitions in the stationery and gifting segment.

The agreement contained non-compete and non-solicit clauses restraining the seller and its promoters from engaging in competing exhibition business for a specified period. Due to disruptions caused by the COVID-19 pandemic, the performance period was extended through an amended agreement.

After the contractual relationship ended, Messe Frankfurt alleged that the respondents, acting in concert with third parties, were organising competing exhibitions in violation of the restrictive covenants. On this basis, interim injunctions were sought not only against the signatories to the agreement but also against third parties who were not bound by the arbitration agreement.

The petitioner contended that even non-signatories could be restrained under Section 9 where they act in aid of contractual breaches, relying on circumstantial evidence and a private investigation report to allege collusion between the contracting parties and third-party organisers.

The respondents opposed the petition, arguing that the allegations were speculative, that the petition suffered from gross delay, and that non-compete covenants could not be enforced against third parties or former employees who were neither signatories nor beneficiaries of the agreement.

Court’s Observations

The Bombay High Court examined the scope of Section 9 of the Arbitration Act, observing that while the provision is not textually confined only to parties to the arbitration agreement, the power to grant interim measures against third parties is not routine and cannot be exercised mechanically.

The Court held that “though there may not be a complete prohibition in law to make an order directly against a third party under Section 9 of the Arbitration Act, such power needs to be exercised sparingly.”

It was emphasised that interim reliefs against third parties require clear, cogent, and convincing prima facie material demonstrating that such parties are acting as alter egos or instruments of the contracting party to defeat the arbitration agreement.

The petitioner also contended the second respondent, an employee of the company that was a signatory to the Asset Purchase Agreement (APA) and its amended version, was bound by the non-compete and non-solicitation covenants contained in the agreement, and that injunctive relief under Section 9 of the Arbitration and Conciliation Act, 1996 could therefore be sought against him in relation to the impugned exhibitions.

The Court, however, rejected this contention, holding that the covenants in question were entirely dehors the employment relationship and sought to operate between the purchaser of the business and an employee who had not executed the agreement containing such restrictions. On a prima facie assessment, the Court held that the non-compete and non-solicit covenants did not bind the second respondent, and that even if some association with the impugned exhibitions were assumed, the petitioner could not rely on the APA or its amendment to seek injunctive relief against him

On the facts of the matter, the Court found that the petitioner had failed to establish any credible nexus between the signatories to the Asset Purchase Agreement and the impugned exhibitions. The reliance on a private investigator’s report was found to be unsafe, particularly since the report itself disclaimed accuracy and was based on unnamed sources.

The Court also noted the significant delay on the part of the petitioner, observing that the petitioner had knowledge of the alleged competing exhibitions as early as January 2025, yet approached the Court only in December 2025, shortly before the scheduled events. This delay, coupled with suppression of relevant correspondence, disentitled the petitioner from equitable relief.

Conclusion

Holding that the petitioner had failed to establish a prima facie case, balance of convenience, or irreparable injury, the Bombay High Court dismissed the petition and refused to grant any interim measures.

Cause Title: Messe Frankfurt Trade Fairs India Pvt. Ltd. v. Netlink Solutions India Limited & Ors. (Neutral Citation: 2026:BHC-OS:1561)

Appearances

Petitioner: Senior Advocates Navroz Seervai and Sharan Jagtiani, with Advocates Pradeep Bakhru, Piyush Kranti & Aishwarya Patwa

Respondents: Senior Advocates Ashish Kamat with Advocates Shrey Fatterpekar, Shanay Shah, Vishal Kanade, Pranav Nair, Omkar Khanvilkar, Rashmin Khandekar, Kartik Gantha & Rishabh Shah

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