SYMBIOSIS INTERNATIONAL DEEMED UNIVERSITY

________________________________________________________________________________

ADRS TUTORIAL-II
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Submitted by
Sai Harshitha (20010323102)
SILVIA TOMY SIMON (20010323122)
SUBHAM BOWAL (20010323167)
HARSIMRAN KAUR (20010323168)
____________________________________

Division- ‘B’ |Class of BA LLB- Sem-VIII|

SYMBIOSIS LAW SCHOOL, HYDERABAD

In
March 2024
Under the guidance of
Mr. Gurudev Sahil
Assistant Professor
Symbiosis Law School, Hyderabad
 II

____________________________________________________________
BEFORE
DELHI ARBITRATION CENTRE
____________________________________________________________
-IN THE MATTER BETWEEN-
____________________________________________________________

TRENDYFASH RETAILERS V. CENTRAMALL CORPORATION

_____________________________________________________________

ON SUBMISSION TO THE HYDERABAD ARBITRATION CENTRE

(UNDER SECTION 16 OF THE ARBITRATION AND CONCILIATION ACT, 1996)

____________________________________________________________________

MEMORANDUM FILED ON BEHALF OF RESPONDENT

-DRAWN AND FILED BY COUNSELS FOR RESPONDENT-

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Table of Contents

Table of Contents ……………………………………………………………… I

Index of Authorities ………………………………………………………….. II
Statement of Jurisdiction ………………………………………………….. III
Statement of Facts ……………………………………………………………. IV
Issues Presented ……………………………………………………………….. V
Summary of Pleadings ……………………………………………………….. VI
Pleadings …………………………………………………………………………. 1
1. Whether CentraMall Corporation Breached the Lease Agreement by Failing
to Maintain Common Areas Adequately, Impacting Trendyfash Retailers’
Business Operations.
1.1. Lack of Jurisdiction of Domestic Arbitration Institution to
adjudicate the issue of maintenance of ‘common areas.’ …… 1
1.2. Lack of Proof of Injury ………………………………………………. 3
1.3. Adequate Maintenance of Common Areas by the RESPONDENTs 4
2. Whether TrendyFash Retailers complied with its obligations under the lease
agreement, including promotional activities and timely rent payments.
2.1 Poor Promotional Activities of Claimant led to Decline in Sales and Foot
Traffic ……………………………………………………………………………. 5
2.2 Non-Payment of Rent by Claimant ………………………………………. 6
3. Whether the breach of the lease agreement by either party has adversely
affected the business operations and financial performance of TrendyFash
Retailers …………………………………………………………………………………. 7
4. Whether TrendyFash Retailers took reasonable steps to mitigate its losses
resulting from the alleged breaches.
4.1 Breach of Agreement …………………………………………………………. 8
4.2 Absence of Mitigation Acts …………………………………………………. 10

Prayer ……………………………………………………………………………….. 13
Conclusion ………………………………………………………………………… 15
Annexure A ……………………………………………………………………….. 17

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INDEX OF AUTHORITIES

A. STATUTES
Arbitration and Conciliation Act, 1996
Indian Evidence Act 1872
INDIAN CONTRACT ACT, 1872

B. CASE LAWS
British Westinghouse Electric & Mfg. Co. Ltd. v Underground Electric
Rlys. Co. of London Ltd. 1912 A.C. 673
Dhulpudi Namayya v Union of India AIR 1958 A.P. 533
Murlidhar Chiranjilal v Harishchandra Dwarkadas AIR 1962 SC 366.
Vidya Drolia & Others v. Durga Trading Corporation, 2019
SCCOnLine SC 358
M/s Unibros v. All India Radio, 2023 SCC OnLine SC 1366
Pannalal Jugatmal vs. State of Madhya Pradesh AIR1963 MP 242

C. Books
BLACK'S LAW DICTIONARY (10th ed. 2014)
Sakshi Agarwal, Rule of Mitigation of Damages
B. V. R. Sarma, Adjudication of claim for damages under
Sections 73, 74 and 75 of Indian Contract Act, 1872
Dr. Manoj Kumar, Supreme Court on Commercial Arbitration

D. JOURNAL ARTICLES
Ardit Memeti, The concept of Erga omnes obligations in international
law, New Balkan Politics Issue 14, 2013.
Deeksha, Credible evidence is must to substantiate claim of loss of
profitability; SC sets aside arbitral award in conflict with ‘public policy of
India’/-SCC Online
Chakrapani Misra, Sameer Bindra and Varshini Sunder, A Snapshot of
Major Developments in Lex Arbitri

E. LEGAL DATABASES
www.lexisnexis.com (Lexis Nexis).
www.manupatrafast.com (Manupatra).
www.scconline.com (SCC Online)

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STATEMENT OF JURISDICTION

The RESPONDENT is appearing before the Hon’ble Arbitral Tribunal under

Section 16 of the Arbitration and Conciliation Act, 1996 read with Section 8
of the lease agreement referred below:

Dispute Resolution
“Any disputes arising under or in connection with this Agreement shall be
resolved through arbitration in accordance with the rules of Delhi Arbitration
Centre. The arbitration shall be conducted in Tis Hazari, New Delhi, India.”

The present memorial sets forth the facts, arguments, and laws in the
present case.

WRITTEN SUBMISSION for RESPONDENT [STATEMENT OF JURISDICTION]

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STATEMENT OF FACTS

1. Formation of the Lease Agreement: CentraMall Corporation, a

commercial real estate developer, entered into a lease agreement with
TrendyFash Retailers, a high-end fashion retailer. The lease pertained to a
prime retail space within CentralMall, a well-established shopping centre
known for its high foot traffic and diverse retail offerings.
2. Obligations Under the Lease: The lease agreement outlined various
obligations for both parties. For CentraMall Corporation, these included
maintaining the common areas of the mall to ensure a conducive shopping
environment, thereby supporting the businesses of its tenants. For
TrendyFashRetailers, the obligations encompassed compliance with rent
payments and participation in promotional activities designed to enhance
the shopping centre’s appeal and drive traffic.
3. Allegations of Breach by TrendyFash Retailers: TrendyFash Retailers
allege that CentralMall Corporation breached the lease agreement by failing
to adequately maintain the common areas of the shopping centre. This
negligence, according to TrendyFash, resulted in a significant decline in foot
traffic and, consequently, a drop in sales for the retailer.
4. Counter Allegations by CentraMall Corporation: In response, CentraMall
Corporation contends that TrendyFash Retailers themselves have breached
the lease agreement. The developer points to TrendyFash Retailers failure
to comply with the terms related to the rent payments and promotional
activities. CentralMall Corporation asserts that these failures have
contributed to the disputes between the parties.
5. Impact of the Alleged Breaches: The disputes between CentraMall
Corporation and TrendyFash Retailers have escalated to a point where a
detailed examination of the lease agreement and the obligations of the both
of the parties is required. The arbitration will delve into the specifics of the
agreement, the nature of the alleged breaches and their impact on the
commercial relationship between the two entities.
This arbitration seeks to determinine the rights and obligations of both
CentraMall Corporation and TrendyFash Retailers under the agreement
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ISSUES PRESENTED

I. Whether CentraMall Corporation Breached the Lease Agreement by Failing

to Maintain Common Areas Adequately, Impacting Trendyfash Retailers’
Business Operations.
II. Whether TrendyFash Retailers complied with its obligations under the lease
agreement, including promotional activities and timely rent payments.
III. Whether the breach of the lease agreement by either party has
adversely affected the business operations and financial performance of
TrendyFash Retailers.
IV. Whether TrendyFash Retailers took reasonable steps to mitigate its
losses resulting from the alleged breaches.

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SUMMARY OF PLEADINGS

I. It is humbly submitted before the Hon’ble Tribunal that the RESPONDENT

has not breached the lease agreement impacting any of the business
operations taken up by TrendyFash Retailers’ due to:
1.1 LACK OF JURISDICTION OF HON’BLE ARBITRAL TRIBUNAL TO

ADJUDICATE CONTENTION OF ‘COMMON AREAS’

1.2 ADEQUATE MAINTENANCE OF COMMON AREAS BY THE RESPONDENTS
1.3 LACK OF PROOF OF INJURY

II. It is humbly submitted before the Hon’ble Tribunal that the CLAIMANT has
not complied with its obligations under the lease agreement including
promotional activities and timely rent payments due to:
2.1 POOR PROMOTIONAL ACTIVITIES OF CLAIMANT LED TO LOSS IN SALES
2.2 DEFAULT IN PAYMENT OF RENT BY CLAIMANT

III. Whether TrendyFash Retailers took reasonable steps to mitigate its losses
resulting from the alleged breaches.

IV. It is humbly submitted before the Hon’ble Tribunal that the CLAIMANT has
not complied with its obligations under the lease agreement including
promotional activities and timely rent payments due to:
4.1 BREACH OF AGREEMENT
4.2 ABSENCE OF MITIGATION ACTS

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I. WHETHER CENTRAMALL CORPORATION BREACHED THE LEASE

AGREEMENT BY FAILING TO MAINTAIN COMMON AREAS ADEQUATELY,

IMPACTING TRENDYFASH RETAILERS’ BUSINESS OPERATIONS.

(¶ 1.) It is humbly submitted before the Hon’ble Tribunal that the

RESPONDENT has not breached the lease agreement impacting any of the
business operations taken up by TrendyFash Retailers’ due to three
reasons. Firstly, the claim of not maintaining common areas adequately is
not maintainable before this Domestic Arbitration Institution. Secondly,
the CentraMall Corporation has not breached the lease agreement as it
adequately maintained the common area. Thirdly, in arguendo, the
claimant is making bare allegations without any actual proof of injury and
is not entitled for any relief under Section 34 of the Arbitration and
Conciliation Act, 1996.1
1.1 LACK OF JURISDICTION OF HON’BLE ARBITRAL TRIBUNAL TO ADJUDICATE
CONTENTION OF ‘COMMON AREAS’

(¶ 2.) It is humbly submitted by the RESPONDENT that the responsibility to

maintain common spaces in the mall is an obligation Erga Omnes i.e. an
obligation owed towards all. Erga omnes obligations refers to specifically
determined obligations that the mall has towards the general as a whole.2 In
general parlance, common areas mean walking spaces outside the stores, all
exits and entrances, the parking lots. In some cases, it can also include
cleaning, security, janitorial etc…It is therefore the mall management’s
responsibility to take notice and adequately maintain common spaces of any
hazards ensuring safety of the public visiting the mall. To illustrate if
common areas are not adequately maintained causing nuisance or
wrongdoing then the entire public gets an enforceable legal right against the
mall. To further illustrate, if a general visitor gets injured either by a Slip and
Fall Accident, Staircase-elevator accident, Parking Lot Accident or even a

1
Arbitration and Conciliation Act, 1996, § 34, No. 26, Acts of Parliament, 1996 (India)
2
Ardit Memeti, The concept of Erga omnes obligations in international law, New Balkan Politics Issue 14, 2013.
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criminal attack for that matter, then the mall management would be liable
for his damages. Thus, non-maintenance of common area creates an action
in rem.
(¶ 3.) The hon’ble Supreme Court in Vidya Drolia & Others v. Durga
Trading Corporation3, propounded a four-fold test for determining the
disputes that are non-Arbitrable.
“(1) when cause of action and subject matter of the dispute relates to actions
in rem, that do not pertain to subordinate rights in personam that arise from
rights in rem.
(2) when cause of action and subject matter of the dispute affects third party
rights; have erga omnes effect (i.e. towards all/ everyone); require centralized
adjudication, and mutual adjudication would not be appropriate and
enforceable;”4
(¶ 4.) It is further submitted by the RESPONDENT that though according to
Clause 4 of the Lease Agreement the maintenance of common areas is vested
with the RESPONDENT and in arguendo even if the RESPONDENT breaches such
an obligation, then such a breach would be cause of action relating to an
action in rem having an Erga Omnes effect which requires a centralized
adjudication and thus not maintainable before this Domestic Arbitration
Institution.

1.2 ADEQUATE MAINTENANCE OF COMMON AREAS BY THE RESPONDENTS

(¶ 5.) It is submitted that the RESPONDENT has clearly maintained all common
areas adequately since CentraMall is a bustling shopping center full of
people. Thus, it can be inferred that the RESPONDENT has not breached the
lease agreement by failing to maintain common areas which by logic
establishes that a decline in foot traffic and reduction in sales cannot be
attributed to the RESPONDENT.

3
Vidya Drolia & Others v. Durga Trading Corporation, 2019 SCCOnLine SC 358
4
Supra note 3
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1.3 Arguendo- Lack of Proof of Injury

(¶ 6.) It is submitted that though this issue isn’t maintainable before this
Domestic arbitration centre, in arguendo, even if we assume it to be
maintainable then the burden is on the RESPONDENT to establish how the
claimant has suffered any injury i.e. direct or indirect arising on the account
of any breach that has taken place at the mall’s end. It is further submitted
that the claimant didn't specify exactly how the RESPONDENT failed to conduct
the required common area maintenance. Further, the claimant didn't
demonstrate how that alleged failure led to a decline in foot traffic and sales
causing damage to claimant’s business.

(¶ 7.) The Hon’ble Supreme court in the case of M/s Unibros vs All India
Radio5 held that. “A claim for damages, whether general or special, cannot
as a matter of course result in an award without proof of the claimant having
suffered injury. The arbitral award in question, in our opinion, is patently
illegal in that it is based on no evidence and is, thus, outrightly perverse;
therefore, again, it is in conflict with the “public policy of India” as
contemplated by section 34(2)(b) of the Act.” The RESPONDENT further submits
that since the claimant made bare allegations on the RESPONDENT without
any actual proof of injury and also failed to substantiate the allegations with
any proof. Thus, is not entitled for any relief under Section 34 of the
Arbitration and Conciliation Act, 1996.6

5
M/s Unibros v. All India Radio, 2023 SCC OnLine SC 1366.
6
Id
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II. WHETHER TRENDYFASH RETAILERS COMPLIED WITH IT OBLIGATIONS

UNDER THE LEASE AGREEMENT, INCLUDING PROMOTIONAL ACTIVITIES AND
TIMELY RENT PAYMENTS.

(¶8) It is humbly submitted before the Hon’ble Tribunal that the CLAIMANT
has not complied with its obligations under the lease agreement including
promotional activities and timely rent payments due to two reasons. They
are: Firstly, poor promotional activities of the CLAIMANT which lead to
losses at the prime retail space i.e., the mall which is bustling a shopping
centre (2.1). Secondly, default in payment of rent by Claimant (2.2).

(2.1) POOR PROMOTIONAL ACTIVITIES OF CLAIMANT LED TO LOSS IN SALES

(¶9) The RESPONDENT humbly submits that the moot proposition states
that “TrendyFash Retailers entered into a lease agreement with CentraMall
Corporation for a prime retail space in CentraMall, a bustling shopping
center.” The inference which can be drawn from the aforementioned extract
is that the CentraMall was a bustling shopping center, which means that
“to be full of people”7 the claimant contention that the inadequate
maintenance of the common space area led to a decline in foot traffic and
sales is only a bare allegation and the claimant is put to strict proof, as
the aforementioned extract clarifies the material fact that CentraMall was
a bustling shopping center with full of people.
(¶10) It is thus submitted that by coherence, the RESPONDENT has clearly
maintained all common areas adequately since it is a bustling shopping
center full of people. The RESPONDENT further submits that “decline in foot
traffic and sales” as claimed by the claimant could only be attributed to
bad performance or poor promotional activities of the claimant.

7
Bustling, Black's Law Dictionary (10th ed. 2014).
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(2.2) DEFAULT IN PAYMENT OF RENT BY CLAIMANT

(¶10) It is submitted by the RESPONDENT that the claimant absolutely had

no cause to invoke this arbitration as established above (Issue 1)
additionally, was also facing loss of sales due to its poor promotional
activities (2.1) has invoked this arbitration in bad faith only to waste the
precious time of the RESPONDENT. It is further submitted that the claimant
has arrears in rent, and is well aware of the fact that the RESPONDENT shall
be entitled to retain the security deposit towards the claimant’s arrears in
rent as per Clause 2 of the Lease Agreement. Thus, the claimant has
started this charade only to cause trouble to the RESPONDENT.

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III. WHETHER THE ALLEGED BREACH OF THE LEASE AGREEMENT BY EITHER OR THE
PARTY HAS AFFECTED THE BUSINESS OPERATIONS OR FINANCIAL PERFORMANCE OF
TRENDYFASH RETAILERS

(¶11) It is humbly submitted before the Hon’ble Tribunal that the

respondent’s action did not adversely affect the claimant’s business
operations and financial performance. It is submitted that the respondent
failed to pay rents on time and thereby breached the agreement. As the
respondent failed to pay the rent consequently the claimant was not
obligated to maintain the common rooms. However, the non-maintenance
cannot itself adversely impact the respondent’s business since, the
respondent did not conduct any promotional activities to promote its
business. It is contended that the claimant is limitedly liable as per the terms
of the lease agreement. The agreement provides that the obligation of the
mall is confined to structural repairs and maintenance of the common
areas8. Therefore, it is not liable for the overall business performance of the
claimant.
(¶12) It is humbly submitted that the concept of limited-liability is
predicated on the premise that each party to a contract is responsible for
their own obligations under the agreement and is not liable for the
consequences of the other party’s actions or omissions. Therefore, In the
context of the lease agreement, it means that the respondent is not
responsible for any adverse impact on claimant’s business operations or
financial performance. Rather, it’s the actions of the claimant which has
adversely affected its business operations. The respondent strictly contends
that it has not been under an obligation to maintain common rooms due to
the non-payment of rent by the claimant. As, the rent was unpaid, the
respondent was doubtful of further continuity of the lease agreement.

8
(lease agreement, Section 4
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However, it is contended that a minute incident of non-maintenance cannot
adversely impact the business and financial situation of the claimant.
(¶13) As, the business operations and financial operations are based upon
the claimant’s internal business administration. Further, as per the
agreement, the respondent is only responsible for repairs & maintenance and
does not have any decision-making power in the claimant’s business.
Moreover, even if there were deficiencies in the maintenance of common
areas, the deficiencies did not lead to a significant decrease in the overall
footfall of the mall. It is submitted that the respondent’s mall continues to be
a popular destination for shoppers indicating that any issues with the
common areas if at all, did not have an impact on the shopping experience
of majority of the mall visitors.
(¶14) Furthermore, the respondent argues that the alleged adverse impact
on claimant operations and financial performance is not necessarily
indicative of the breach of lease agreement by the respondent. There might
be other factors such as increased competition, or external economic
conditions that may have contributed to the decline in the business of the
claimant. Therefore, the breach committed by the respondent is a
consequence of the breach committed by the claimant. Also, claimant’s
failure to take note of its customer choice and to find out the decline in its
customer’s base is totally attributable to its own business operations &
decisions, which had an impact on its financial performance. Hence, the
claimant’s actions had adversely impacted its business and financial
operations.

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IV. WHETHER TRENDYFASH RETAILERS TOOK REASONABLE STEPS TO MITIGATE IT

LOSSESS RESULTING FROM THE ALLEGED BREACHES.

(¶ 15.) It is humbly submitted before the Hon’ble Tribunal that the

CLAIMANT has not taken reasonable steps to mitigate its losses for two
reasons: Firstly, establishing that the Claimant’s breach of the agreement
has resulted in its losses. Secondly, it demonstrates the failure of possible
steps that the RESPONDENT could have taken to mitigate its losses.

1.1 BREACH OF AGREEMENT

(¶ 16.) It is humbly submitted that the claimant’s act of breaching the

agreement has produced losses to it. It is submitted that the claimant has
breached the lease agreement by failing to pay the rents.9Hence, the
respondent is clearly not obligated to maintain the common areas on
account of non-payment of rents. It is submitted that the claimant has not
communicated the issue of maintenance of common areas to the
respondent. As respondent was not aware of such difficulties it could not
provide any solution for such problems.

(¶ 17.) Also, the claimant’s allegation that there was decline in foot traffic
& sales cannot be attributed entirely on the respondent, as the claimant’s
non-payment of rent created no further obligation to maintain common
areas. Further, if there was such decline in the sales, the claimant could
have actively contacted the respondent and could have re-negotiated the
rent payment or requested for grace time to pay the same. It could have
even asked for the maintenance of common areas and tried to know the
respondent’s abstinence from doing the same. Also, the claimant has failed
to conduct promotional activities10 to promote its business which has led

9
Moot Prooposition
10
Moot Proposition
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to a decline in its sales. Hence, the claimant’s breach of agreement has
landed its sales into losses.

1.2 ABSENCE OF MITIGATION ACTS

(¶ 18.) It is humbly submitted that the claimant did not take any
reasonable steps to mitigate its losses from the alleged breaches. It is
submitted that as per the principle of mitigation of damages, the claimant
is clearly under an obligation to take all sorts of possible steps to mitigate
the damages, which it has not taken. Further, it is submitted that as per
section 101 of the evidence act11, the burden of proof lies on the claimant
to prove that the alleged actions of the respondent have led to a decline in
its sales. However, the respondent denies such allegation since the act of
non-maintenance stems from the breach of non-payment of rent by the
claimant. It is humbly submitted that the apex court in the case of
‘Murlidhar Chiranjilal v. Harishchandra Dwarkadas12 “observed that there
is a duty on him (Plaintiff) of taking all responsible steps to mitigate the
loss consequent on the breach and debars him from claiming any part of
the damage which is due to his negligence to take such steps.”

(¶ 19.) Therefore, it is humbly submitted that the claimant in the instant

case has the duty to show that it has taken all reasonable steps to mitigate
the loss of the alleged breach which it has stated. Since the claimant was
negligent by not paying the rent and did not convey its difficulties to the
respondent, it cannot further claim damages. It is humbly submitted that
the claimant is negligent in its part, as it did not conduct any promotional
activities even when there was decline in the foot traffic & sales. The
claimant could have tried to improve its conduct of business or its sales
strategy and could have looked into its customer satisfaction. Nevertheless,
it took none of the steps to increase its business approach and is falsely
accusing the respondent’s conduct to be the reason.

11
Indian Evidence Act, 1872, § 101, No.21, Acts of Parliament, 1872 (India).
12
Murlidhar Chiranjilal v. Harishchandra Dwarkadas AIR 1962 SC 366.
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(¶ 20.) Further, the claimant has not communicated the problem of
maintenance rooms to the respondent. Had it conveyed the same, the
respondent would have come up with any corrective action and would have
stated the reasons behind the same. Therefore, it is established that the
claimant was negligent in taking steps to mitigate its losses. It is also to be
noted that the respondent is the aggrieved party in the instant case since
it had to suffer pecuniary losses due to non-payment of rents by the
claimant. As per the rule of mitigation, a man who has already put himself
in the wrong by breaking his contract has no right to impose new and extra-
ordinary duties on the aggrieved party13.

(¶ 21.) Therefore, the claimant who has clearly breached the agreement
cannot impose a duty upon the respondent to be responsible for the decline
in foot traffic & sales. Since, the same could have been claimed when it
would have paid the rents timely, which it didn’t. Hence, the respondent
cannot be held responsible for non- maintenance of the rooms. The court
in British Westinghouse Electric & Mfg. Co. Ltd. v. Underground Electric Rlys.
Co. of London Ltd.14, observed that there is a duty on the plaintiff to take all
reasonable steps to mitigate the loss consequent on the breach and debars
him from claiming any part which is due to his neglect to take such steps. It
is therefore humbly submitted that the respondent cannot be obligated to
pay any kind of compensation to the claimant, since it was claimant’s
actions which have landed it into the losses

13
Dhulpudi Namayya v. Union of India, A.I.R. 1958 A.P. 533.
14
British Westinghouse Electric & Mfg. Co. Ltd. v. Underground Electric Rlys. Co. of London Ltd, [1912] A.C. 673.
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RELIEF SOUGHT

Wherefore, considering the facts stated, questioned presented, pleadings advanced,

and authorities cited, counsels for the Respondent humbly pray that this Hon’ble
Court may be pleased to adjudge and declare that:

1. The Respondent has not breached the lease agreement as it has not failed to
maintain the common areas
2. The Claimant has not complied with its obligations under the Lease
Agreement.
3. The Respondent’s action did not adversely affect the claimant’s business
operations and financial performance
4. The Claimant has not taken reasonable steps to mitigate its losses.

The Hon’ble Court being satisfied may also make any such order as it may
deem fit in the light of Justice, Equity and Good conscience.

All of which is most humbly prayed.

ON BEHALF OF THE RESPONDENT

PLACE ___________ Sd/

DATE ____________ Counsel for the Responde

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CONCLUSION

1. It is humbly submitted before the Hon’ble Tribunal that the RESPONDENT has
not breached the lease agreement impacting any of the business operations
taken up by TrendyFash Retailers’ due to three reasons. Firstly, the claim
of not maintaining common areas adequately is not maintainable before this
Domestic Arbitration Institution. Secondly, the CentraMall Corporation has
not breached the lease agreement as it adequately maintained the common
area. Thirdly, in arguendo, the claimant is making bare allegations without
any actual proof of injury and is not entitled for any relief under Section
34 of the Arbitration and Conciliation Act, 1996.
2. It is humbly submitted before the Hon’ble Tribunal that the CLAIMANT has not
complied with its obligations under the lease agreement including
promotional activities and timely rent payments due to two reasons. They
are: Firstly, poor promotional activities of the CLAIMANT which lead to losses
at the prime retail space i.e., the mall which is bustling a shopping centre.
Secondly, default in payment of rent by Claimant.
3. It is humbly submitted before the Hon’ble Tribunal that the respondent’s
action did not adversely affect the claimant’s business operations and
financial performance. It is submitted that the respondent failed to pay rents
on time and thereby breached the agreement. As the respondent failed to pay
the rent consequently the claimant was not obligated to maintain the
common rooms. However, the non-maintenance cannot itself adversely
impact the respondent’s business since, the respondent did not conduct any
promotional activities to promote its business. It is contended that the
claimant is limitedly liable as per the terms of the lease agreement. The
agreement provides that the obligation of the mall is confined to structural
repairs and maintenance of the common areas15. Therefore, it is not liable
for the overall business performance of the claimant.
4. It is humbly submitted before the Hon’ble Tribunal that the CLAIMANT has not
taken reasonable steps to mitigate its losses for two reasons:

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5. Firstly, establishing that the Claimant’s breach of the agreement has
resulted in its losses. Secondly, it demonstrates the failure of possible steps
that the RESPONDENT could have taken to mitigate its losses

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Annexure A

Lease Agreement

This Lease Agreement (the "Agreement") is entered into on [Date], by and between
CentralMall LLC, the landlord ("Landlord"), and TrendyFlash Inc., the tenant ("Tenant").

1. Property Description:

a. Premises: Landlord leases to Tenant, and Tenant leases from Landlord, the commercial
space located at Tis Hazari, within CentralMall (the "Premises"). The Premises are to be
used exclusively for retail purposes.

b. Term: The initial term of this lease shall be 1st January 2021 to 1st January 2025, with
an option to renew for additional terms upon mutual agreement.

2. Rent and Security Deposit:

a. Rent: Tenant agrees to pay monthly rent of Rs. 1,00,000 on or before the 3rd of each
month, starting from the commencement of the lease.

b. Security Deposit: Tenant shall provide a security deposit of 1,00,000, payable upon
execution of this Agreement, to be held by Landlord as security for any damages or unpaid
rent.

3. Use of Premises:

Tenant shall use the Premises exclusively for the operation of a retail store, selling clothing
and accessories, and shall comply with all laws, ordinances, and regulations applicable to
the use of the Premises.

4. Maintenance and Repairs:

Tenant is responsible for maintaining the interior of the Premises, including fixtures and
improvements. Landlord is responsible for structural repairs and maintenance of common
areas.

5. Termination:

a. Termination for Breach: Either party may terminate this Agreement in the event of a
material breach by the other party, subject to any notice and cure periods specified by la

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b. Termination without Cause: Either party may terminate this Agreement without cause
upon 30 days' written notice to the other party.

6. Insurance:

Tenant shall obtain and maintain insurance coverage for the Premises, including liability
insurance, and provide evidence of such coverage to Landlord upon request.

7. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of New
Delhi, without regard to its conflict of laws principles.

8. Dispute Resolution:

Any disputes arising under or in connection with this Agreement shall be resolved through
arbitration in accordance with the rules of Delhi Arbitration Centre. The arbitration shall
be conducted in Tis Hazari, New Delhi, India.

9. Miscellaneous:

Any modifications to this Agreement must be in writing and signed by both parties.

This Agreement constitutes the entire understanding between the parties and supersedes
all prior agreements, whether oral or written.

IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as of the
effective date first above written.

Landlord:

Tenant:

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