The Bombay High Court bench of Chief Justice Alok Aradhe and Justice M.S. Karnik, while upholding the decision of the trial court, refused to grant interim relief under Section 9 of the Arbitration Act, holding that the party's prolonged inaction and tacit acquiescence to a termination notice barred the grant of such relief.

The bench was hearing a petition filed in respect of disputes and differences that arose between Jupicos Entertainment Private Limited (Jupicos) and the respondent No.2 - Mumbai Cricket Association (MCA) concerning an agreement dated 9th March 2018 (“participation agreement”) read with a joint supplementary agreement dated 12th April 2019 (“supplementary agreement”).

In early 2018, the Mumbai Cricket Association (MCA) introduced the T20 Mumbai League, covering the regions of Mumbai, Navi Mumbai, and Thane. To participate, interested parties were invited to bid for operating teams across the initial five editions of the League.Following this process, a consortium comprising Juniper City Developers Ltd. (JCDIL) and Cosmos Prime Projects Ltd. (CPPL) emerged as the successful bidder for the Mumbai South Central team. Subsequently, on 9 March 2018, Jupicos Entertainment Private Limited was formally brought in through a novation agreement as the designated franchisee in place of the original consortium.

A participation agreement was executed on the same date between Jupicos and Probability Sports (India) Pvt. Ltd., granting Jupicos the right to manage and operate the franchise team “Shivaji Park Lions” for the League’s first five editions.

The second season of the League was held in May 2019 with Jupicos among the eight participating teams. Despite receiving a minimum assured payout of ₹3.15 crore from Probability Sports, Jupicos claims to have suffered substantial financial setbacks, citing total expenditures of approximately ₹5.61 crore against earnings of only ₹3.71 crore (inclusive of taxes).

On 22 November 2019, Probability Sports issued a cure notice to Jupicos, citing payment default of ₹35.17 lakh and non-compliance with tax deposit obligations amounting to ₹68.44 lakh for the financial years 2017-18 and 2018-19. The situation escalated when, on 24 January 2020, Jupicos received a formal termination notice, revoking its contractual rights under the agreements.

Primarily it was the case of the Appellant that termination of its rights under the participation and supplementary agreements was neither final nor effectively acted upon. It argued that after the issuance of the termination notice dated 24 January 2020, both Probability Sports and the Mumbai Cricket Association (MCA) continued to engage with Jupicos, thereby waiving or abandoning the termination.

It was highlighted to the court MCA cannot approbate and reprobate and having always given an impression to Jupicos that it continues to be a team owner, suddenly the action on the part of MCA in excluding Jupicos from participating in the meetings from April 2024 onwards is not in good faith but in utter bad faith.

Further, it was argued that owing to the meetings and allowing Jupicos to clear its outstanding dues was a clear indicator that the termination notice was never intended to be acted upon.

Additionally, it was also pointed out that it was not just the Appellant who was facing a financial crunch but the other teams were also struggling from the same but it was only the Appellant who singled out for such treatment thus rendering the whole act of MCA in bad faith,

The bench upon hearing both the sides, prima facie found merit in the submission of learned Senior Advocate for MCA that the agreement between Jupicos and Probability Sports does not indicate that Probability Sports was acting as an agent of MCA. It was observed that Jupicos entered into an entirely independent contract with Probability Sports on a principal-to-principal basis.

Further it found the observation of the Learned Trial Court that the agreement was merely an arrangement to allow Jupicos to operate a team and not for it to own the team and therefore no vested right is accrued in favour of Jupicos.

Upon perusal of clauses of the Supplementary agreement, the court concluded that Probability Sports had the right to terminate the agreements between Jupicos and Probability Sports and that MCA had no role to play in such termination.

“The agreements were inter se between Jupicos and Probability Sports. There is force in the submission of learned Senior Advocate for MCA that the agreements were determinable by nature and therefore could never be sought to be specifically enforced as in prayer” observed the bench.

The Court also observed that the termination notice dated 24 January 2020 had been lawfully issued in accordance with Clause 1(g) of the supplementary agreement, citing Jupicos’s default in payments and non-compliance with TDS obligations. It further noted that the termination was carried out with the explicit approval of the Mumbai Cricket Association.

It was pointed out by the court that Jupicos' later conduct, such as clearing dues and requesting revocation, indicated an acceptance of the termination. Merely attending meetings post-termination was not enough to establish waiver or abandonment of the notice.

“In our opinion merely because Jupicos was allowed to attend the meetings after the year 2021 is not enough to indicate that the notice of termination was not acted upon. The conduct of Jupicos in requesting Probability Sports to withdraw the termination notice after it had cleared its outstanding in January 2024 is indicative of the fact that the termination notice was acted upon and this was to the knowledge of Jupicos”

Further, The Court noted that although Jupicos had been aware of its exclusion from League-related meetings since April 2024, it chose to file the arbitration petition only on 27 March 2025, just days before the scheduled auction. The MCA had already invited public participation in the auction set for 1 April 2025, which included the franchise previously held by Jupicos. The Court observed that this delayed invocation of Section 9, despite full knowledge of the circumstances, reflected a lack of urgency and further justified the Trial Court’s decision to deny interim relief.

The Court also held that mere assertion that Jupicos is treated discriminately in comparison with other team owners would not improve Appellant’s entitlement to interim relief.

Thus, after due consideration the bench upheld the trial court’s decision and ultimately, the present appeal was dismissed.

Case Title: Jupicos Entertainment Private Limited Versus Probability Sports (India) Pvt. Ltd. and Ors.Case Title: Jupicos Entertainment Private Limited Versus Probability Sports (India) Pvt. Ltd. and Ors., Arbitration Appeal (L) No. 12967 Of 2025

Advocates for Appellant: Mr. Vivek Tankha, Senior Advocate a/w Mr. Mayur Khandeparkar, Mr. Ujjawal Anand Sharma, Mr. Kunal Kanungo, Mr. Vikramjit Garewal, Mr. Prashant Sivarajan, Mr. Jai Zaveri, Mr. Tushar Saigal, Zainab Burmawala i/b. Atishay Jain,

Advocates for Respondent (No. 2): Mr. Amrut Joshi a/w Devesh Juvekar, Anjali Dhoot, Mithilesh Chalke, Yazad Udwadia i/b. Rajani Associates, for respondent No.1. Mr. Ashish Kamat, Senior Advocate a/w Mr. Rashmin Khandekar, Mr. Pranav Nair, Mr. S. B. Pawar, Ms. Swati Sawant, Harsh Joshi i/b. S. K. Legal Asso.

Advocates for Respondent (No. 3): Mr. Prakhar Tandon i/b. Agam H. Maloo.