Bombay High Court Cautions Against Injunctions On Third Parties In Arbitration Cases

The Bombay High Court has dismissed a plea seeking interim relief pending arbitration by Messe Frankfurt Trade Fairs India Pvt. Ltd, he Indian arm of German exhibition organiser Messe Frankfurt, seeking interim relief to stop two trade exhibitions in Mumbai, reiterating that courts must be cautious while granting orders directly against third parties under the arbitration law.

Justice Sandeep V Marne said that while there is no absolute bar on granting interim relief against non-signatories, such power cannot be stretched in every case.

"Though there may not be complete prohibition in law to make an order directly against a third party under Section 9 of the Arbitration Act, such power needs to be exercised sparingly. No case is made out by the Petitioner for exercise of such power against Respondent No. 6.", the court said.

The dispute traces back to an asset purchase agreement signed in September 2018 between Messe Frankfurt and Netlink Solutions India Limited along with its founder director.

Under the agreement, Messe Frankfurt acquired intellectual property, domain names and goodwill of certain exhibitions for a total consideration of over Rs 15.24 crore. The deal included non-compete and non-solicit clauses restraining Netlink Solutions and its founder from engaging in competing businesses for five years.

After disruptions caused by the Covid-19 pandemic, the parties amended the agreement. Messe Frankfurt claimed the amendments extended the restrictive covenants until 2029. The company approached the High Court seeking to stop the 'Indian Gifts & Premium Show' and the 'PPS Expo – Pen, Paper & Stationery Show', which were scheduled to be held from January 22 to 24, 2026 at the Jio World Convention Centre.

Messe Frankfurt alleged that the exhibitions were a backdoor attempt to breach the non-compete clauses. It claimed that Rakesh Desai, a former representative of Netlink Solutions, was the central figure behind the rival events. According to the company, market sources identified Desai as orchestrating the exhibitions.

Senior advocate Navroz Seervai, appearing for Messe Frankfurt, argued that the amended agreement specifically extended the restrictive covenants to Desai and that circumstantial material showed the involvement of Netlink Solutions and its founder.

Desai opposed the petition. He argued that he was not a party to either the original or amended agreement and could not be bound by their terms. He also denied organising the exhibitions, stating that his presence at a previous event organised by the Corporate Gifts Association of India did not mean he was promoting the impugned shows.

The court was unconvinced by Messe Frankfurt's case. It found that the company had failed to establish a prima facie case that the exhibitions were being organised in breach of the non-compete or non-solicit clauses. The court also held that Messe Frankfurt had not been able to prove Desai's association with organising the exhibitions.

“Even if it is momentarily assumed that Respondent No.2 has played some role in organisation of the impugned exhibitions, that alone cannot be a reason for holding that Respondent Nos. 1 or 3 are behind such organisation,” the court said.

The court held that Desai was not a signatory to the asset purchase agreement or its amended version and could not be bound by its non-compete provisions.

“He is not a signatory to the APA or amended APA. By entering into contract with the third party, his employer cannot restrict him from taking up competing assignment after resignation,” the court observed.

The High Court also took note of the timing of the petition. It recorded that Messe Frankfurt had admitted knowledge of the proposed exhibitions as early as January 2025 but chose to approach the court only in December 2025, shortly before the events were scheduled to take place.

Crucially, the court noted that the exhibitions were being organised by a separate entity that was not a party to the arbitration agreement. Since the interim reliefs were sought directly against that third party and not as a consequence of restraining a contracting party, the court said such relief could not be granted on the facts of the case.

“The impugned exhibitions are organised by Respondent No.6, who is not a signatory to the arbitration agreement,” the court said.

“This is yet another reason why the power of a Section 9 court to make interim measures against third parties cannot be overstretched in the present case.”

The court dismissed the plea, refusing interim relief, which would not leave Messe Frankfurt without a remedy, since it could pursue damages in arbitration.

For the Petitioner: Senior Advocate Navroz Seervai, with Senior Advocate Sharan Jagtiani, Advocate Pradeep Bakhru, Advocate Piyush Kranti and Advocate Aishwarya Patwa, instructed by Wadia Ghandy & Co.