Courts Do Not Sit In Appeal Over Arbitral Awards; Arbitrator's Interpretation Plausible, Hence Immune from Interference: Delhi High Court

"Only When an Award Is Patently Illegal or in Conflict with Public Policy Can the Court Interfere" — In a significant ruling Delhi High Court dismissed cross-appeals under Section 37 of the Arbitration and Conciliation Act, 1996. The appeals challenged the judgment of a Single Judge partially setting aside an arbitral award arising from a dispute over global broadcasting and marketing rights of BCCI cricket matches.

The Division Bench of Justices Navin Chawla and Madhu Jain reaffirmed the settled position that arbitral awards cannot be reappraised merely because an alternative view is possible. "Construction and interpretation of a contract and its terms is a matter for the arbitral tribunal to determine," the Court held, citing recent Supreme Court judgments.

The matter revolved around the interpretation of a Global Rights Agreement dated 19.02.2000 between Prasar Bharati and Stracon India Ltd. for global marketing rights of domestic and international matches conducted by BCCI. The core legal dispute concerned the contractual obligation to provide 135 days of international cricket over five seasons and whether the India-Australia-New Zealand triangular series could be excluded from that calculation.

“135 Days of International Cricket Were Contractually Guaranteed — Arbitrator's View Cannot Be Branded as Rewriting the Contract”

Rejecting Prasar Bharati’s contention that only 115 days of international cricket were to be provided due to prior matches already played before the contract period, the Court upheld the Arbitrator's view that the obligation under the Global Rights Agreement was independent of the earlier BCCI Agreement and must be construed as requiring 135 days.

"The definition of cricket season under the BCCI Agreement cannot be imported into the Global Rights Agreement to dilute the latter’s terms," the Court held. Emphasising the autonomy of contracts, the Bench added, "It was clearly known to the petitioner on the date of signing the Agreement that 20 days of cricket had been played in the year 1999, yet, when the Agreement was entered into, it was clearly mentioned that 27 cricket days would be provided in each season for the 5 cricket seasons."

Citing Parsa Kente Collieries Ltd. v. Rajasthan Rajya Vidyut Utpadan Nigam Ltd., the Court reiterated that arbitral construction of contracts must be respected unless it is wholly implausible.

“Exclusion of Triangular Series Was Contradictory and Introduced a New Contractual Requirement” — Arbitrator's Finding Set Aside as Patently Illegal

While largely upholding the arbitral award, the Court agreed with the learned Single Judge in interfering with one aspect—exclusion of the 10-day India-Australia-New Zealand Triangular Series from the cricketing events.

The Arbitrator had ruled that the said series was not mentioned in Annexure A and was therefore not part of the Agreement. The Court found this approach inherently contradictory, given that the Arbitrator himself had earlier held Annexure A to be only a proposed schedule. More critically, the Arbitrator introduced a new requirement that a “series” must necessarily include test matches—something never provided in the Agreement.

“This was not a simple case of interpreting the contract, but of re-writing it,” the Bench observed, holding that the finding was “patently illegal” and “in contradiction with the Arbitrator’s own earlier findings”.

The Court affirmed the Single Judge’s finding: “Once the Coordinate Bench has held in its judgment, which has attained finality, that the list was only a 'proposed' list... the finding of the Arbitrator allowing the claim of the respondent towards the shortfall of 10 cricketing days is patently illegal and cannot be sustained.”

“Severability Doctrine Applies — Award for 7 Days’ Shortfall Stands Enforceable on Pro-Rata Basis”

The arbitral award had quantified the shortfall of 17 cricket days into a monetary sum based on a pro-rata reduction from the total contractual consideration of USD 43.75 million. With the exclusion of the Triangular Series reversed by the Court, the shortfall was reduced to 7 days.

The Bench ruled that this part of the award was “clearly severable”, and following the Supreme Court’s majority ruling in Gayatri Balasamy v. ISG Novasoft Technologies Ltd., (2025) 7 SCC 1, the enforceable portion of the award for 7 days could stand.

“There is no merit in the submission that the award stood entirely set aside. The quantification for 7 days is mechanically calculable from the award itself,” the Court held, rejecting Prasar Bharati’s argument that the award ceased to exist in entirety once partially set aside.

“Entire Contractual Consideration Was Attributable to International Cricket – Arbitrator’s Finding Justified”

Prasar Bharati also challenged the Arbitrator's finding that the full consideration of USD 43.75 million was for international cricket alone, arguing that it also covered domestic matches.

The Court rejected this challenge, holding that Clause 9.4.2 of the Global Rights Agreement specifically provided for pro-rata reduction of the “entire” consideration if fewer international matches were played. “The Agreement, while covering both domestic and international matches, contractually linked payment to international cricket alone,” the Court noted.

“This again is a matter of interpretation of the contractual terms by the learned Arbitrator, with which, much less finding any fault, we do agree,” the Bench concluded.

“No Justification to Interfere with Award of Interest at 18% — Especially When Claimant and Respondent Sought the Same Rate”

The Court declined to interfere with the award of interest at 18% p.a., noting that Prasar Bharati itself had claimed interest at the same rate in its counter-claims and failed to specifically challenge the rate of interest under Section 34.

“While in normal circumstances, the Arbitral Tribunal must give reasons not only for the rate of interest but also for the period... the same rigour may not apply in the facts of the present case where the appellant itself was claiming interest at the same rate,” the Court ruled.

The respondent had successfully invoked the doctrine of approbation and reprobation to counter Prasar Bharati’s challenge on this issue.

Rejection of Counter-Claims Upheld — “Findings of Fact Cannot Be Reappraised under Sections 34 or 37”

The Bench dismissed challenges to the rejection of all three counter-claims raised by Prasar Bharati:

1. Counter-Claim 1 (Delayed Payment): The Arbitrator found that payment had been secured via Court orders and bank guarantees, leading to no real deprivation of money or damages.

2. Counter-Claim 2 (Domestic Broadcast of Highlights): The Court upheld the Arbitrator’s conclusion that the claim, raised belatedly in 2006, was barred by limitation and earlier abandonment.

3. Counter-Claim 3 (Internet Streaming Rights): The Arbitrator rightly applied constructive res judicata, as the issue had already been dealt with in prior proceedings and awards.

In all three cases, the Court found that the conclusions were based on appreciation of facts, which could not be reopened under the limited jurisdiction of appellate review under Section 37.

No Error in Single Judge’s Partial Setting Aside — Arbitral Award Enforceable for 7 Days’ Shortfall

The Division Bench ultimately held:

“We find no merit in the challenge to the Impugned Order of the learned Single Judge, as laid by the appellant as also the respondent.”

Accordingly, both cross-appeals were dismissed with no order as to costs.

Date of Decision: January 23, 2026