Do NCLT and NCLAT possess jurisdiction under the IBC to adjudicate on a contractual dispute between the appellant and the Corporate Debtor?

IN THE SUPREME COURT OF INDIA
CIVIL APPELLATE JURISDICTION
Civil Appeal No. 9241 of 2019
Gujarat Urja Vikas Nigam Limited .... Appellant

Versus
Mr. Amit Gupta & Ors. .... Respondents

J U D G M E N T

Dr Dhananjaya Y Chandrachud, J

This judgment has been divided into sections to facilitate analysis. They are:

A The appeal
B The genesis of the PPA
C Initiation of CIRP
D Termination of the PPA
E Proceedings before NCLT and NCLAT
F Proceedings by the Successful Resolution Applicant
G Submissions of counsel
G.1 Submissions on behalf of the appellant
G.2 Submissions on behalf of the respondents
H Issues arising from the dispute
I Jurisdiction of the NCLT/NCLAT over contractual disputes
I.1 Section 60(5)(c): ―arising out of‖ and ―in relation to‖
I.2 Jurisdiction of NCLT and GERC
I.3 Residuary jurisdiction of the NCLT under Section 60(5)(c)
J Validity of ipso facto clauses
J.1 Position of international and multilateral organisations
3
J.2 National jurisdictions
J.3 Position in India
K Appellant‘s right to terminate the PPA in the present case
K.1 Analysis of the PPA
K.2 Validity of the termination of PPA
K.3 Dialogical Remedies
L NCLAT‘s decision on the issue of liquidation
M Appellant‘s liability to pay for the electricity interjected by the Corporate
Debtor
N Conclusion

A  The appeal

1 By its judgment dated 29 August 2019, the National Company Law Tribunal stayed the termination by the appellant of its Power Purchase Agreement with Astonfield Solar (Gujarat) Private Limited . The order of the NCLT was passed in applications4 moved by the Resolution Professional of the Corporate Debtor and Exim Bank under Section 60 of the Insolvency and Bankruptcy Code, 20167 . On 15 October 2019, the NCLAT dismissed the appeal by the appellant under Section 61 of the IBC. The decision by the NCLAT is called into question.

2 The appellant assails the order dated 15 October 2019 of the NCLAT on, inter alia, two broad grounds: first, that the NCLT and NCLAT do not possess jurisdiction under the IBC to adjudicate on a contractual dispute between the appellant and the Corporate Debtor; and second, in any event, the termination of the PPA was validly made under Article 9.2.1(e) and Article 9.3.1 of the PPA.

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