The Karnataka High Court on 14 October referred to arbitration a dispute between Exotel Techcom Private Limited and former shareholders of Allin Call Research and Solutions Private Limited over alleged violations of a Share Purchase Agreement executed during Exotel's acquisition of the company.
Justice H.T. Narendra Prasad allowed a petition filed by Exotel and Allin Call under Section 11(6) of the Arbitration and Conciliation Act, 1996, seeking appointment of a sole arbitrator. The Single-Judge Bench observed:
“Insofar as the contention of the respondents that the Employment Agreement supersedes all prior agreements is concerned, the said clause is applicable only to the earlier Employment Agreement and does not supersede the Share Purchase Agreement.”
The dispute arose from a Share Purchase Agreement executed on 2 November 2021, under which Exotel acquired 100% shareholding in Allin Call, a startup providing customer-agent chat, intelligent chatbot solutions and co-browsing services.
Aman Goel, Harshita Srivastava and Rajkumar Goel were shareholders of Allin Call before the acquisition. The Share Purchase Agreement contained provisions relating to non-compete, non-solicitation and confidentiality obligations.
On 29 November 2022, the parties executed a Letter Agreement and an Employment Agreement, the latter between Exotel and Aman Goel.
Exotel and Allin Call alleged that Harshita Srivastava and Rajkumar Goel had incorporated AHG Technologies Private Limited in violation of the Share Purchase Agreement and had provided Aman Goel's address during its incorporation, thereby acting against Allin Call's interests.
They issued an arbitration notice on 27 March 2025, invoking Clause 20.2 of the Share Purchase Agreement. After receiving a reply, they approached the High Court seeking appointment of a sole arbitrator.
Opposing the petition, Aman Goel, Harshita Srivastava, Rajkumar Goel and AHG Technologies argued that the allegations concerning non-compete, non-solicitation and confidentiality obligations fell under the subsequent Employment Agreement.
They contended that the Employment Agreement superseded all previous agreements and provided for arbitration in Mumbai. Therefore, they argued that the Karnataka High Court lacked jurisdiction to entertain the petition. Further, that AHG Technologies was not a signatory to either agreement and was therefore not a necessary party to the proceedings.
The Court observed that although both agreements contained similar provisions concerning non-compete, non-solicitation and confidentiality, the allegations raised by Exotel and Allin Call specifically concerned breaches of the Share Purchase Agreement.
It held that the arbitration clause in the Share Purchase Agreement had been validly invoked and that Bengaluru remained the agreed seat of arbitration.
On AHG Technologies' impleadment, the Bench held that the company was prima facie not a necessary party to the proceedings. However, it permitted Exotel and Allin Call to seek its impleadment before the arbitrator, who would decide the application in accordance with law.
It left all claims and contentions open and directed the parties to appear before the Director of the Arbitration and Conciliation Centre (Domestic & International), Bengaluru, on 19 November 2026 at 11:30 a.m.
Accordingly, the High Court appointed Justice Raghvendra S. Chauhan, former Chief Justice of the Uttarakhand and Telangana High Courts, as the sole arbitrator.
Appearances for petitioners (Exotel Techcom Private Limited and Allin Call Research and Solutions Private Limited): Advocate Lomesh Kiran N.
Appearances for respondents (Aman Goel and Others): Advocate Arjun Rao.