In Brief
A Memorandum of Understanding for share sale included a clause styled as appointing "Mediators/Arbitrators" to oversee the transaction. The Supreme Court held this was not an arbitration agreement. The two named persons were escrow agents with limited powers during transaction implementation, not arbitrators with quasi-judicial authority. The clause used "decision" to mean only provisional determinations necessary for transaction completion, not final adjudication of disputes between the parties. Reading the agreement as a whole, its purpose was dispute prevention and smooth execution, not dispute resolution. The clause lacked essential arbitration elements: no substantive rights determination, no hearing with natural justice principles, and temporary authority only.
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