Issue 1: The arbitral proceedings initiated under separate supply agreements may not

be validly consolidated.

It is submitted that the arbitral proceedings initiated under separate supply agreements may
not be validly consolidated because firstly, the Respondents did not consent to consolidation
[1.1]; secondly, the disputes do not arise from interconnected transactions [1.2]; and thirdly, the
consolidated proceedings will not lead to any gains in efficiency [1.3].

1.1 The RESPONDENTS did not consent to consolidation

It is submitted that the Respondents, did not provide the requisite consent for the consolidation of
the arbitral proceedings initiated by the Claimant.

1. Arbitration, at its core, is a creature of contract and a product of consent. 1 In the present
case, the consolidation clause present in the supply agreement underscore the requirement
of written consent from parties as a pre-requisite for consolidation. 2 This clause make it
clear that, in principle, it is the right to allow the parties themselves to decide whether
there should be a consolidated arbitration or not.

2. In Oxford Shipping Co. Ltd. v. Nippon Yusen Kaisha,3 it was specifically held that an
arbitrator has no power to order the consolidation of hearings of disputes arising out of
separate, though related, agreements without the consent of all parties to the arbitration. 4
Since the Respondents have not expressed their post-facto consent to consolidation, it
renders consolidation inapplicable as prior written consent of all parties is a pre-requisite
for consolidation according to the dispute resolution clause.5

3. Conversely, when the Claimant applied to the IIAC Secretariat for consolidation, both
Respondents opposed this request, contending that their respective supply contracts were
negotiated independently and did not envisage joint adjudication.6

1
Kirtan Prasad, ‘Joinder and Consolidation in Institutional Arbitration over the last 10 years: Evolution or
Revolution?’ (2021) 7(2) NLSBLR <[Link]
accessed 27 September 2025
2
Moot Proposition, annexs.
3
Oxford Shipping Co Ltd v Nippon Yusen Kaisha [1984] 2 Lloyd's Rep 373; Libra Automotives Pvt Ltd v BMW
India Pvt Ltd and Ors [2019] DHC 3270.
4
Guidant LLC v Swiss Re International SE & Anr [2016] EWHC 1201.
5
McGrath and Ors v Riddell and Ors [2008] All ER (D) 116
6
Moot Proposition ¶ 20.
 4. Furthermore, Respondent 2 has claimed that the failure of the heating module is
attributable to synchronization delays from the braking system which was under
Respondent 1’ control. This cross-claim asserted by Respondent 2 against Respondent 1
fundamentally exceeds the consensual boundaries established by the parties’ arbitration
agreements, as consent in multi-party arbitration contexts remains narrowly confined and
does not extend to cross-claims between co-respondents.7

5. Consolidation, without the explicit consent of all parties, risks subjecting them to
proceedings that differ considerably from what was originally agreed upon, especially
given the involvement of multiple parties and potentially conflicting interests.
Additionally, consolidating without party agreement increases the risk of
unenforceability.8

Therefore, the consolidated arbitral proceedings are not valid because the Respondents did
not consent to the consolidation.

1.2 The disputes do not arise from interconnected transactions

It is submitted that the disputes do not arise from interconnected transaction because firstly, there
is no commonality in the facts and interests of the parties [1.2.1]; and secondly, the supply
agreements are not composite in nature [1.2.2].

1.2.1 There is no commonality in the facts and interests for the parties

1. If the disputes do not share a common subject-matter or interlinked factual matrix, there
is no basis for a single consolidated arbitration.9 Respondent 1 and Respondent 2 entered
into separate supply agreements with Claimant on different dates. 10 These are standalone
contracts, each with its own specific scope of supply, integration obligations, and dispute
resolution clauses. Each supplier’s commercial terms, such as payment milestones,
warranty coverage, and integration protocol obligations, were separately negotiated and

7
Gary B Born, International Commercial Arbitration (3rd edn, Kluwer Law International 2021)
8
Craig and Park & Paulsson, ‘Annotated Guide to the 1998 ICC Arbitration Rules’ (Oceana Publications 1998)
9
Duro Felguera S A v Gangavaram Port Limited [2017] INSC 1026.
10
Moot Proposition ¶ 9.
 differed materially between Respondent 1 and Respondent 2, reflecting their distinct
business models and independent operational priorities.11
2. While the Claimant shared preliminary specifications, Respondent 1 and Respondent 2
presented their own integration constraints and API requirements. 12 Each supplier was
expected to validate integration through mock simulations, relying primarily on
individual validation cycles, and significantly, no tripartite integration test was conducted
before deployment due to time constraints. This clearly indicates a lack of unified
integration protocols and a segmented approach to development and testing.

Therefore, there is no commonality in the facts and interests of the parties.

1.2.2 The supply agreements are not composite in nature

1. The composite transaction test, as discussed in Chloro Chemicals, posits that disputes can
be referred to arbitration if the performance of one is intrinsically interlinked with the
others.13 In the present case, the agreements between Claimant and the Respondents do
not meet this standard.
2. While the components were intended to function within the same vehicle, their respective
performances were not intrinsically interlinked in a way that dictates a composite
transaction for dispute resolution purposes. No tripartite integration test was conducted
before deployment due to time constraints, and the parties relied primarily on individual
validation cycles.14 This highlights the distinct responsibilities and independent validation
processes undertaken by Respondent 1 and Respondent 2 for their respective
components.
3. The scope of duties and obligations for each Respondent was meticulously detailed
within their respective contracts, without explicit reference to or dependency on the other
supplier’s contract. For instance, Respondent 1’s supply agreement details its self-
calibrating brake module, while the Respondent 2’s specifies Dynamic CoolFlow-RT
modules. Moreover, each party maintains its operational logs and diagnostic data on
11
Moot Proposition ¶ 8.

12
ibid.
13
Chloro Controls (I) P Ltd v Severn Trent Water Purification Inc Ors [2012] INSC 436.
14
Moot Proposition ¶ 8.
 encrypted servers in different jurisdictions,15 subject to different data protection laws,
further emphasizing the independent nature of their contractual obligations and data
handling. In simple words, a car has multiple parts and hence multiple suppliers with
multiple agreements – but you cannot equate all those contracts just because a car
requires all the parts to run because existence of technical commonalities do not imply
legal commonalities.16

4. Furthermore, Respondent 2’s supply agreement states that the Claimant shall not alter,
access, or externally interface with Respondent 2’s thermal modules without prior written
authorization from Respondent 2.17 This clause underscores the independent nature of
Respondent 2’s system and the Claimant’s limited authority over it, further disproving the
notion of an intrinsic interlinkage

Therefore, due to the lack if an intrinsic interlinkage, the supply agreements of the parties are
not composite in nature.

1.3 The consolidated proceedings will not lead to any gains in efficiency

It is submitted that the consolidated arbitral proceedings will not lead to any gains in efficiency
because firstly, there is no risk of conflicting awards by keeping the arbitral proceedings separate
[1.3.1]; and secondly, the consolidated arbitral proceedings do not create any savings in time and
cost [1.3.2].

1.3.1 There is no risk of conflicting awards by keeping the arbitral proceedings

separate

1. Consolidation is encouraged to prevent conflicting awards when disputes are interlinked

and related with common questions of law and facts.18 In the present case, the nature of
the obligations and duties for both the Respondents viz the Claimant were distinct, as
demonstrated above.

15
Moot Proposition ¶ 15.
16

17
Moot Proposition, Annexure B.
18
Gammon India Ltd v National Highways Authority of India [2020] AIR Delhi132.
 2. The separate supply agreements which were negotiated independently, as well as the
distinct nature of the claims raised against both the parties by Claimant entails no
apprehension of any conflicting awards by keeping the proceedings separate.
Furthermore, because of the lack of an intrinsic interlinkage, their defences are likely to
be independent, requiring separate adjudication,19 leaving no scope for separate
arbitrations to render conflicting awards.

Therefore, there is no risk of conflicting awards by keeping the arbitral proceedings separate.

1.3.2 The consolidated arbitral proceedings do not create any savings in time and
cost

1. Although multi-party arbitral proceedings may be more efficient as a general matter, the
savings in cost and time will not always be distributed evenly among the parties. 20 In
particular instances, some parties’ arbitration costs may actually increase because of
consolidation.21 Moreover, a multi-party arbitration may well take longer than a simple
two-party proceeding, thus potentially delaying enforcement of a party’s rights.22
2. In the present case, the distinct nature of their respective contracts, the independent
factual allegations, and their differing legal defenses, mean that a consolidated
proceeding would necessitate extensive cross-examination, protracted evidentiary
hearings. A single tribunal tasked at working on proceedings with two separate sets of
contractual terms, technical specifications, and allegations of breach, would potentially
take longer than a simple two-party proceeding.23
3. The court has taken a progressive step in ensuring that there can exist multiple
arbitrations if the cause of action continues or has arises after the constitution of an
Arbitral tribunal.24 Since the separate arbitral tribunals have already been constituted, 25
consolidated proceedings at this stage would also effectively negate the progress already
made by these separate arbitral tribunals, rendering their initial work and preliminary

19
The Arbitration and Conciliation Act 1996, s 42A; Kamaladitya Constructions Pvt Ltd v UOI [2024] SCC OnLine
Del 1609.
20
Union of India v Vodafone Group PLC United Kingdom & Anr [2018] DEL 1656.
21
ibid.
22
ibid (n 17).
23
ibid.
24
Panipat Jalandhar NH 1 Tollway Private Limited v National Highways Authority of India [2022] DHC 170.
25
Moot Propositions, Clarification 20.
 directions redundant, thereby creating additional delays and unnecessary expenditure for
all parties involved.

Therefore, the consolidated arbitral proceedings do not create savings in time & costs.

Issue 2: The EA’s order directing preservation and read only access to the data exceeds the
procedural scope of emergency relief.

It is submitted that the EA’s order directing preservation and read only access to proprietary
technical data and firmware logs exceeds the procedural scope of emergency relief, firstly,
because the EA’s issued relief exceeds the scope of the Respondents’ respective contracts [2.1];
secondly, because the EA’s order disproportionately prejudiced the respondents [2.2]

2.1 The EA’s issued relief exceeds the scope of the Respondents’ respective contracts

It is submitted that the EA’s order, directing the preservation and read-only access to proprietary
technical data and firmware logs goes beyond the procedural scope of emergency relief as
defined by the parties’ respective contracts and violates the principle of party autonomy.

1. Although, Regulation 8 of IIAC grants broad powers to the EA to grant any emergency
interim relief it may deem necessary, 26 the scope of the relief is restricted to the
contractual agreement of parties. The sanctity of this principle dictates that an EA, cannot
unilaterally expand its mandate beyond what the parties have consented to in their
arbitration agreement.27
2. The bedrock of arbitration in India is the principle of party autonomy, as enshrined in
Sections 2(6), 2(8), and 19(2) of the Arbitration and Conciliation Act, 1996. These
provisions empower parties to determine the procedure and rules governing their
arbitration. The SC in Bharat Aluminum Co. v. Kaiser Aluminum Technical Services, held
that party autonomy is the indispensable and directing element of arbitration, allowing

26
The India International Arbitration Centre (Conduct of Arbitration) Regulations 2023, reg 8(11).
27
Redfern and Hunter, Law and Practice of International Commercial Arbitration (6th edn Thomas Reuters 2019)
 parties to elect the laws governing their agreement, the arbitration agreement itself, and
the conduct of the arbitration.28
3. The parties by exercising party autonomy delineated separate data sharing provisions
with the intention of limiting the scope of data access in their respective supply
agreements in light of data protection and intellectual property principles. The supply
agreement with Respondent 1 explicitly limits the disclosure of logs and requires
anonymization or aggregation of any data shared to protect their IP. The EA’s relief
regarding providing read-only access to diagnostic data and firmware logs overrides this
contractual provision, since data cannot be anonymised to protect Respondent 1’s IP if
read-only access is provided.
4. Similarly, the contract with Respondent 2 mandates that access to deeper-level logs and
firmware snapshots shall be provided only upon mutual agreement or within the scope
permitted by applicable data protection laws. There exists no mutual agreement between
the Claimant and Respondent 2 regarding the sharing of the requested data. Conversely,
Respondent 2 has demonstrated their opposition with respect to sharing the requested
data.29
5. Moreover, the applicable data protection law in Respondent 2’s case is GDPR, which also
does not permit data sharing in the present case. Article 45(1) of the EU General Data
Protection Regulation (GDPR) strictly permits personal data transfers to third countries
only where the European Commission has issued an adequacy decision, ensuring an
adequate level of data protection. India does not currently benefit from such an adequacy
decision.30
6. Furthermore, Article 46 of GDPR allows for transfers in absence of an adequacy decision
only if appropriate safeguards are in place, such as binding corporate rules or standard
contractual clauses.31 As India’s Data Protection Act’s rules is not yet in force, these
safeguards do not exist, rendering any transfer of backend diagnostic data and firmware

28
Bharat Aluminium Company and Ors v Kaiser Aluminium Technical Service Inc and Ors [2012] 12 SCR 327.
29
Moot Proposition ¶ 10.
30
General Data Protection Regulation [2016] OJ L119/1, Key Issues: Third Countries
31
General Data Protection Regulation [2016] OJ L119/1, art 46
 logs to India unlawful under GDPR. Consequently, the EA’s order compelling such data
transfer contravenes mandatory GDPR provisions.32
7. Contracts must be interpreted in a manner that would give them a sense of efficacy rather
than invalidating the commercial interests of the parties. 33 In the present case, the
commercial interests of the parties lie in their initial supply agreements which were
primarily focused on the delivery and integration of components. There were no clear
contractual obligations requiring the Respondents to share extensive internal operational
logs and diagnostic data, particularly post-delivery and installation. Therefore, by
ordering the interim relief, the EA has in essence, rewritten portions of the contracts,
thereby violating the fundamental principle that an arbitrator cannot act arbitrarily or
ignore the terms of the contract.34
8. The EA’s order, compelling access to highly sensitive and proprietary data that the parties
explicitly sought to protect under their contracts, goes beyond what can be considered a
principled application of emergency relief and instead attempts to impose obligations
regarding disputes that they did not consent to submit to arbitration. The order has
contravened the generally accepted legal proposition that arbitration is a matter of
contract and a party cannot be required to submit to arbitration any dispute which they
have not agreed so to submit.35

Therefore, by ordering disclosure of such data, the EA has gone beyond the permitted scope
of Respondents’ respective contracts and violated the principle of party autonomy.

2.2 The EA’s order disproportionately prejudiced the Respondents

It is submitted that the EA’s decision to conduct coordinated hearings and issue substantively
identical interim orders disproportionately prejudiced Respondent 1 and Respondent 2, by
violating their right to a fair hearing and independent defense.

32
Aihik Sur, 'EU Data Watchdog Blocks EIB Data Transfer to India, Citing Privacy Concerns' (Moneycontrol, 6 May
2025) <[Link]
[Link]> accessed 5 October 2025
33
A Ayyasamy v A Paramasivam and Ors [2016] 11 SCR 521.
34
Associated Engineering Co v Government of Andhra Pradesh and Ors [1991] INSC 151.
35
Gary (n 6).
 1. Interim measures are designed to prevent action that is likely to cause current or
imminent harm to a party or prejudice to the arbitral process. 36 The role of an EA, is not
to engage in discretionary or arbitrary exercise but to conform to principled standards. 37
In the present case, the EA’s decision to proceed with a coordinated hearing, despite
Respondents’ objections and without a formal consolidation order, 38 undermined the
parties’ contractual right to have their disputes heard independently and according to the
specific terms of their respective agreements. This procedural approach blurred the
independence of each arbitration and effectively assumed consolidation without formal
authorisation.39
2. Moreover, the issuance of substantively identical interim orders against both the
Respondents further highlights the EA’s failure to adequately consider the distinct and
separate nature of the issues and claims against each party. By issuing identical orders,
the EA overlooked critical contractual distinctions. This created a situation where the
distinct facts, contractual obligations, and legal defenses pertinent to each respondent
were likely conflated and not given due individual consideration. This approach
undermined the principle of a fair hearing, where each party’s case should be evaluated
on its own merits and specific contractual terms.40
3. Finally, the nature of the relief granted compelling access to proprietary technical data
and firmware logs was highly intrusive and disproportionate, especially given the
contractual limitations on data disclosure. Both contracts contained clauses limiting
access to sensitive data and requiring mutual agreement or specific legal frameworks for
disclosure.41 The EA, in order to prevent evidence loss and irreversible technical
alterations, failed to consider less intrusive measures that could have achieved the same
objective without unduly prejudicing the respondents’ proprietary rights and
confidentiality.

Therefore, the EA’s order disproportionately prejudiced the Respondents.

36
ICSID Arbitration Rules 2022, r 47(1)(a).
37
Gary (n 6).
38
Moot Proposition ¶ 18.
39
Moot Proposition ¶19.
40
The Arbitration and Conciliation Act 1996, s 18.
41
Moot Proposition, annexs.
ISSUE 3: WHETHER VIRIDIS AND GRYSON ARE LIABLE TO REVEAL THE DATA
STORED ON THEIR SERVERS IN SINGAPORE AND FRANCE, RESPECTIVELY

The Respondents submit that they are not liable to disclose the data stored on their respective
servers because, firstly, the data disclosure will infringe their right to protect their confidential
commercial information and operational integrity [1.1]; and secondly, there is no authorization
for cross-border data transfer under the Data Protection Regulations in the respective
countries[1.2].

[1.1] The data disclosure will infringe their right to protect their confidential commercial
information and operational integrity

The Respondents submit that the data disclosure will infringe their right to protect commercial
and operational integrity because, firstly, the Respondents’ right to protect their trade secrets and
proprietary algorithms will be violated [1.1.1]; secondly, the data disclosure will impose an
unreasonable burden on the Respondents [1.1.2].

[1.1.1] The Respondents have the right to protect their trade secrets and proprietary
algorithms

1. It is submitted that the requested data constitutes the trade secrets and intellectual
property of the Respondents.42 Under Article 39(2), TRIPS prevents the unauthorised
disclosure and use of certain information that has commercial value and constitutes a
secret.43 A trade secret is a formula, process, or other business information to maintain a
competitive advantage over competitors.44 Respondents 1 and 2’s ability to provide bio-
fluid regenerative systems and tailored thermal module, respectively, constitutes their
unique business information, indicating its commercial value in its industry.45
2. The firmware and diagnostic data come under the ambit of the Respondent’s exclusive
property.46 In the present case, the preservation and read-only access of the backend
42
Trade Related Aspects of Intellectual Property Rights 1995, art 39(2).
43
ibid.
44
Tata Motors Limited and Ors v State of West Bengal & Ors [2010] MANU/WB/0012/2010.
45
Moot Proposition ¶ 2, 4.
46
Moot Proposition, annexes.
 diagnostic data infringe the right of the Respondents.47 The disclosure of such trade
secrets behind the functioning of the modules would undermine the foundational basis of
Respondent’s commercial prominence and operational standing in the industry.
3. This would subsequently result in the violation of the established and affirmed high
confidentiality agreements by the Claimant in both supply agreements. 48 The value of a
trade secret is derived from its secrecy,49 and hence, to maintain this secrecy, the
Respondents put in place the express contractual stipulation for the protection of their
intellectual property, herein the trade secrets.50
4. Furthermore, Section 28(3) of the A&C Act says that the arbitral tribunal, in all cases,
shall take into account the terms of the contract and trade usages applicable to the
transactions.51 In the present case, the mutually agreed supply agreements clearly state
that the data shared shall be anonymised to protect Respondent 1’s intellectual property. 52
Additionally, the Claimant shall not access Respondent 2’s cooling modules and its
firmware53.
5. The conduct of the Respondents exhibits that they have protected their proprietary data
and framework since the beginning of the supply agreement. The interim order directing
the read-view access of the diagnostic data would circumvent the mutually agreed
clauses, which would result in departing from established provisions of their respective
supply agreements54. Thus, the Respondents have the right to protect their trade secrets
and proprietary algorithms as agreed by the parties in their supply agreements.

[1.1.3] The data disclosure process will impose an unreasonable burden on the Respondents

47
Moot Proposition ¶ 18.
48
Moot Proposition, annexes.
49
Ambiance India Pvt Ltd v Shri Naveen Jain [2005] 122 DLT 421 (DLHC).
50
Bombay Dyeing and Manufacturing Co Ltd v Mehar Karan Singh [2010] 112 Bom LR 375 (BHC).
51
The Arbitration and Conciliation Act 1996, s 28(3).
52
Moot Proposition, Annexure A.
53
Moot Proposition, Annexure B.
54
Associated Engineering Co v Govt of Andhra Pradesh, that the Arbitrator can not act arbitratarily or ignore the
terms of the contract or any award inconsistent with the contract is void.
The processing expense of providing access to firmware logs and diagnostic data would be
unreasonable and disproportionate to the interests of the Respondents. 55 Article 9(2)(c) of the
IBA states that the tribunal may exclude any document if the burden to produce the same is
unreasonable.56

The disclosure of the anonymized diagnostic data, as per the order of the Emergency Arbitrator,
in a read-only format would garner an enormous expense for the Respondents. Additionally, the
task of decryption would be a long and laborious process. Therefore, the data disclosure process
will impose an unreasonable burden on the Respondents.

[1.2] There is no authorization for cross-border data transfer under the Data Protection
Regulations in the respective countries.

It is submitted that the applicable data protection laws of Singapore and France do not permit the
transfer of cross-border data because India does not comply with the cross-border data transfer
provisions under Singapore’s PDPA and France’s GDPR.

1. Section 26 of PDPA states that an organisation must not transfer any personal data to a
country or territory outside Singapore except in cases where organisations provide a
standard of protection to personal data so transferred that is comparable to the protection
under this Act.57 Furthermore, data can only be disclosed to an external recipient if legally
enforceable obligations exist to ensure comparable safeguards. The data shared outside
Singapore must actively ensure the recipient has comparable data protection standards
through legally enforceable means. A failure to do so, even to an affiliate, is a breach of
the PDPA.58
2. In the present case, India does not presently have a data protection framework in force.
The Digital Personal Data Protection Act, 2023 is yet to be operationalized, as the
implementing rules, enforcement board, and consent frameworks have not been
notified.59 Consequently, India cannot be deemed to provide “adequate safeguards” within

55
Personal Data Protection Act 2012, sch 5 (1) (j)(ii).
56
International Bar Association Rules on the Taking of Evidence in International Arbitration (Revised 2020), art
9(2)(C).
57
Personal Data Protection Act 2012, s 26.
58
Belden Singapore Private Limited & Anor [2021] SGPDPC 13.
 the meaning of Section 26 PDPA. Thus, the Respondent 1’s data can not be transferred to
India as per the order of the Interim order of the Emergency Arbitrator.60
3. Similarly, under GDPR Articles 45 and 46, data transfers to third countries are
permissible only if the country is covered by an adequacy decision or ensures an
“essentially equivalent level of data protection” India, as of date, has not been granted
adequacy status by the European Commission. 61 Recently, the data transfers from the EU
to India were blocked owing to the DPDP Act’s incomplete implementation and absence
of enforceable mechanisms for redressal or consent management.62
4. In relation to the equivalent data protection provisions, the principle of accountability and
demonstrable adequacy requires that any transfer of personal data across borders must
ensure the same level of protection as guaranteed under EU law. 63 Thus, the data
controller must be able to prove that effective safeguards exist in the recipient country.
China v. Ireland64 further reinforced this standard, finding TikTok in breach of Article
46(1) GDPR for failing to verify and demonstrate its supplementary measures that could
ensure an equivalent level of data protection for the data transferred. Hence, it is
established that without demonstrable adequacy, any cross-border data transfer is
impermissible.
5. In the present circumstance, the Respondents are not permitted to transfer their data as
per the order of the Emergency Arbitrator. The data can not be transferred to India from
France and Singapore due to the inability to comply with the abovementioned legal
provisions. India lacks the standard of protection required due to the absence of Data

59
'DPDP Act Will Not Be Retrospective in Nature, Says Deepak Goel of IT Ministry' (Moneycontrol, 8 October
2025) <[Link]
[Link]> accessed 12 October 2025
60
Moot Proposition ¶ 17.
61
[Link]
62
Aihik Sur, 'EU Data Watchdog Blocks EIB Data Transfer to India, Citing Privacy Concerns' (Moneycontrol, 6 May
2025) <[Link]
[Link]> accessed 5 October 2025
63
C-362/14 Maximillian Schrems v Data Protection Commissioner [2015] EUC 650; C-311/18 Data Protection
Commissioner v Facebook Ireland Ltd Maximillian Schrems [2020] ECJ 559,
64
Irish Data Protection Commission, 'Irish Data Protection Commission Fines TikTok €530 Million and Orders
Corrective Measures Following Inquiry into Transfers of EEA User Data to China' (Data Protection Commission, 2
May 2025) <[Link]
eu530-million-and-orders-corrective-measures-following> accessed 12 October 2025
 Protection legislation in force.65 The Respondents have both legal and contractual
grounds to refuse disclosure of diagnostic data.
6. The Supply Agreements themselves recognize that the Respondents possess specialized
expertise in developing proprietary synchronization modules and that these modules
remain their exclusive property.66 Sharing such proprietary data with a party in a
jurisdiction lacking robust data protection, like India, where the DPDP Act is not yet
operational, would expose the Respondents to serious and irreparable commercial harm.
It would also undermine the confidentiality and intellectual property protections
expressly promised under the contract.67
Therefore, there is no authorization for cross-border data transfer by the Respondents as per the
regulations of PDPA and GDPR.

ISSUE 4: WHETHER VIRIDIS AND GRYSON ARE LIABLE FOR

BREACH OF THEIR RESPECTIVE SUPPLY AGREEMENTS WITH
ATHLEAN RACING GmbH, RESULTING IN THE FAILURE AROSE
FROM ATHLEAN’S OWN CONDUCT DURING INTEGRATION AND
TEST PHASE.

The Respondent submits that the failure of the racing car arose from
Claimant's own conduct throughout the integration and testing phase, and
the Respondents were not liable for the breach of their individual supply
agreements with the Claimant. It is submitted that, firstly, Respondents did
not breach their respective supply agreements [1.1]. Secondly, Claimant’s

65
‘Data Protection Laws in India’ (DLA Piper, 6 January 2025) <[Link]
t=law&c=IN>accessed 12 October 2025
66
Moot Proposition, annexes.
67
ibid.
conduct clearly evinces contributory negligence [1.2]. Thirdly, the
individual and joint liability of the Respondents is contractually limited
[1.3].

[1.1] Respondents did not breach their respective supply agreement

The Respondents successfully supplied the brake module and the cooling
module, respectively, as per their agreements with the Claimant. It is
submitted that, firstly, there was fulfillment of primary obligations by the
Respondents [1.1.1]. Secondly, Claimant’s failure to perform its obligation
[1.1.2].

[1.1.1] There was fulfillment of primary obligations by the

Respondents

1. It is submitted that the primary obligations of the supply agreement

were fulfilled by the Respondents. Section 37 of the ICA sets out the
obligations of contracting parties, emphasizing that the primary
obligation is fundamental to the performance of the contract.68
2. The primary obligation of the Respondents, as delineated in their
supply agreement, was to deliver custom-designed modules as per the
specifications set out in their respective supply agreements. 69
Additionally, they also participated in the collaborative development
sessions, integration testing and thus adapted to the requirements of
the Claimant.70
3. Respondent 1 met its primary contractual obligations by supplying
custom-engineered brake modules, which passed standalone

68
The Indian Contract Act, 1972; s 37. Indiabulls Properties Pvt Ltd v Treasure World Developers Pvt Ltd [2014]
(2) ABR766.
69
Moot Proposition, Annexure A, B.
70
Moot Proposition ¶ 8.
 validation and bench stress-testing two weeks before the simulation. 71
Respondent 2 supplied the cooling modules to Athlean as its primary
obligation. Its internal logs reveal that the cooling cycles were
activated milliseconds before the crash, but were overridden by
Athlean’s central interface.72 The modules, pre-integrated per the
Claimant’s specifications, maintained constant communication with
the central AI. Therefore, it is prima facie shown that the integration
of the modules, done by the Claimant, was flawed.
4. The modules were designed for the racing car’s central AI system, and
duly operated in accordance with their intended function during the
individual validation cycles. Hence, it is submitted that the
Respondents fulfilled their primary obligation and supplied the
modules that the Claimant contracted them for.

[1.1.2] Claimant’s failure to perform its obligation

1. It is submitted that the Claimant did not comply with the terms of the
contract signed with both the Respondents. Section 37 of the ICA
imposes the obligation on the party to perform its respective
promises.73 The non-performance by the Claimant constitutes the non-
performance of its respective promise in the contract of the contract. 74
2. The Claimant did not conduct the mock simulation which was an
integral aspect of the integration testing. Furthermore, there was no
independent systems integrator appointed by the Claimant despite the
accelerated schedule of the RaceExpo. The Claimant did not perform
its part of the reciprocal of promises under the supply agreement.
3. The unverified firmware uploaded by the Claimant, without providing
a prior 72-hour notice to Respondent 1, disrupted the module’s

71
Moot Proposition ¶ 12.
72
Moot Proposition ¶ 13.
73
The Indian Contract Act, 1972, s 37.
74
Sushil Kumar Agarwal v Meenakshi Sadhu [2018] INSC 939.
 integration with the central AI framework. 75 The modules were
overridden by Claimant's central interface commands which resulted
in the crash of the racing car.76
4. Additionally, there was no established protocol for notifying suppliers
of last-minute changes to the racing car's central control system. 77
Hence, the Claimant breached the conditional obligations in both of
its contracts with the Respondents.

[1.2] Claimant’s conduct clearly evinces contributory negligence

1. The Respondents submit that the failure of the racing car was a
result of the Claimant’s own negligent conduct in managing the
system-level integration process. The systemic integration failure
by the Claimant leading to the crash of the racing car, thereby
evincing contributory negligence.
2. Section 73 of the ICA limits the compensation to direct losses
arising from a breach and does not extend to remote or indirect
losses or damages.78 A clear and direct causal link must be
established between the alleged breach and the resulting harm for
a liability to be attached. Additionally, the party needs to exhibit
that they undertook all possible measures to mitigate the harm. 79
The claiming party must demonstrate that the damages would
occur naturally in the normal course of events for them to be
granted damages.80
3. Despite the accelerated schedule of the project, Claimant opted to
manage system-level integration internally and, critically, failed to
appoint an independent systems integrator. This failure, combined
75
Moot Proposition ¶ 12.
76
Moot Proposition ¶ 13.
77
Moot Proposition ¶ 17.
78
The Indian Contract Act, 1972, s 73.
79
Highway Engineering Pvt Ltd v Union of India and Anr [1997] (1) ARBLR 128 (Delhi).
80
M/s Murlidhar Chiranjilal v M/s Harishchandra Dwarkadas [1961] INSC 125.
 with the omission of essential tripartite integration testing,
especially crucial for safety-critical components sourced from
different vendors, constitutes a significant lapse in project
management and risk mitigation. This was not within the natural
contemplation of Respondents contracting independently as per
the proximate cause principle.81
4. The principle of novus actus interveniens provides that an
intervening act breaks the chain of causation, making subsequent
harm too remote to attribute to the original breach.82 The Claimant
did not conduct the mock simulations which was an integral aspect
of the integration testing.83 Furthermore, there was no
independent systems integrator appointed by the Claimant despite
the accelerated schedule of the RaceExpo.84 Thus, Claimant’s non-
performance introduced a new, independent cause of loss,
displacing the liability from the Respondents for indirect or
consequential damages.
5. Any possible chain of causation linking the Respondents supplied
components to the final failure was directly severed by Athlean's
undetected firmware changes and overriding commands.85 Thus,
the racing car's failure was primarily caused by negligence and
non-performance of obligation rather than by any purported,
unproven breach committed by the Respondents.

[1.3] The individual and joint liability of the Respondents is

contractually limited

81
Rajkot Municipal Corporation v Manjulben Jayantilal Nakum and Ors [1997] INSC 34; Hadley v Baxendale
[1854] 156 ER 145.
82
Sapre, The Law of Torts (29th edn, Ratanlal & Dhirajlal 2022); Overseas Tankship (UK) Ltd v. Morts Dock &
Engineering Co Ltd (Wagon Mound) (No 1) [1961] AC 388
83
Moot Proposition ¶ 8.
84
Moot Proposition ¶ 9.
85
Moot Proposition ¶ 12.
It is submitted that both the Respondents have expressed contractual
limitations of liability negotiated by all the parties. Additionally, the
separate supply agreements and lack of joint liability provisions limit the
liability of the Respondents. These provisions, and the lack of, define and
restrict the scope of potential liability of the Respondents. It is submitted
that, firstly, the supply agreements limit the liability of the Respondents
[1.3.1]. Secondly, the absence of joint liability provisions in the supply
agreements [1.3.2].

[1.3.1] There were Contractual Limitations of Liability of the

Respondents

1. It is submitted that the limitation of liability clauses, which were

expressly agreed upon by the parties, are enforceable against the
Claimant.86 The Claimant and the Respondents possessed liberty to
define the scope and extent of their obligations and remedies,
provided that they were not opposed to public policy or statutes. 87
2. Sections 73 and 74 of the ICA provide the foundational framework
governing the limitation of liability clauses. 88 The limitation clauses
that were expressly agreed upon maintain their validity and binding
nature.89 Respondents’ contracts include express clauses that limit
their liability towards the Claimant.
3. Respondent 1’ supply agreement included clauses where the Claimant
had to notify the firmware patches 72 hours in advance. 90 Respondent
1 was absolved of their liability when the Claimant uploaded the

86
Moot Proposition, Annexure A, B.
87
Seth Thawardas Pherumal v Union of India [1955] INSC 18.
88
The Indian Contract Act, 1972, ss 73 and 74.
89
Maharashtra State Electricity Board v Sterlite Industries (India) Ltd AIR [2000] Bom 204
90
Moot Proposition, Annexure A.
 purportedly unverified firmware update, which led to the crash of the
racing car.91
4. After the crash, Respondent 2 disclosed that Claimant’s central
interface overrode the cooling modules making them non-functional at
the time of critical load-switiching.92 Hence, the Claimant must
comply with the contractual limitations of its contracts with the
Responding parties, which were mutually agreed upon.
[1.3.2] The absence of joint liability provisions in the supply
agreements

1. It is submitted that there was no provision in either of the supply

agreements to enforce joint liability. The separate supply agreements
with the Respondents do not contain express clauses for joint liability.
2. The commercial terms, such as payment milestones and integration
protocol obligations, were separately negotiated and differed
materially with the Respondents, reflecting their distinct business
models and independent operational priorities.93 These material
differences underscore independent contractual relationships rather
than a unified liability allocation.
3. The Respondents complied with the adequate implied joint liability in
the standard course of the agreement which was accomplished
through joint research and development meetings and initial
reassurance.94 Those collaborative efforts created an implied
framework for shared accountability in performance however it
remains limited in nature, with respect to their individual liability. 95
Hence, it is submitted that there was an absence of the joint liability
provisions.

91
Moot Proposition ¶ 12.
92
Moot Proposition ¶ 13.
93
Moot Proposition ¶ 8.
94
Moot Proposition ¶ 7, 8.
95
National Insurance Co. Ltd v. Boghara Polyfab Pvt. Ltd [2008] INSC 1057.