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  • Section 7 of the 1996 Act
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  • Section 7 of the 1996 Act
Smart Summary

Factual and Procedural Background

The respondent no. 1 was restrained by an interim order dated 20th March, 2009 from taking steps in respect of the sales contracts that are the subject matter of the suit. This restraint order was extended multiple times and was initially predicated on the absence of an arbitration agreement between the parties under Section 7 of the Arbitration and Conciliation Act, 1996. The respondents later applied to vacate this order, asserting that the sales contract annexed was a confirmation of the agreement and that no further negotiation was needed. The petitioner opposed this, contending that a confirmation was necessary and that the essentials of Section 7 were not met, thus no arbitration agreement existed. The court considered submissions from both sides regarding the existence and validity of the arbitration agreement embedded within the sales contract and the procedural history of the interim order restraining arbitration proceedings.

Legal Issues Presented

  1. Whether the sales contract dated 22nd July, 2008 and subsequent contracts constitute a concluded contract containing a valid arbitration agreement under Section 7 of the Arbitration and Conciliation Act, 1996.
  2. Whether the interim order restraining arbitration proceedings dated 20th March, 2009 should be vacated based on the existence of the arbitration agreement.
  3. Whether the parties are bound by the consensual agreement to refer disputes to arbitration.

Arguments of the Parties

Respondents' Arguments

  • The sales contract annexed is a confirmation of the agreement, not merely a proposal, and no further negotiation was necessary.
  • The brokers' contract, through which negotiations typically occur, was not annexed, indicating suppression and justifying dismissal of the petitioner's application.
  • The sales contract and subsequent contracts evidence a concluded contract, with acceptance by conduct despite the buyer not returning a signed copy.
  • There exists an arbitration agreement, and the suit was filed only after the arbitration clause was invoked, warranting vacation of the interim restraint order.

Petitioner's Arguments

  • A confirmation is necessary as indicated by an Electronic Mail dated 3rd April, 2009, reflecting a practice of issuing confirmations.
  • The sales contract dated 22nd July, 2008 and subsequent contracts lack the essentials required under Section 7 of the 1996 Act, hence no arbitration agreement exists.
  • The arbitration clause cannot be invoked due to the absence of a concluded arbitration agreement.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The court analyzed the sales contract dated 22nd July, 2008 and concluded that it confirmed the business between the parties and did not require further confirmation from the petitioner. It noted that the Electronic Mail relied upon by the petitioner was issued after the suit was filed and that no prior confirmation document was produced establishing the necessity of confirmation post-sales contract. The court observed that the endorsement on the last page of the sales contract clarified that it was a confirmation of sales and that the contract's validity was unaffected by the absence of a returned signed copy. The court found that a concluded contract containing an arbitration clause existed, entitling the parties to invoke arbitration. Additionally, the court emphasized the consensual nature of the parties’ agreement to refer disputes to arbitration, stressing that the parties must be bound by the solemn agreement entered into with full knowledge of its implications. Consequently, the court found no reason to continue the interim order restraining arbitration proceedings and vacated the same.

Holding and Implications

The court vacated the interim order dated 20th March, 2009 restraining arbitration proceedings.

The direct effect of this decision is that the respondents are no longer restrained from proceeding under the arbitration clause contained in the sales contract. The parties are bound by their consensual agreement to arbitrate disputes. The opinion does not establish any new precedent but clarifies that a sales contract confirming an agreement with an arbitration clause may suffice to invoke arbitration under Section 7 of the 1996 Act, even if formal confirmation was not returned prior to the suit.

    Siddhi Vinayak Industries Pvt. Ltd. v. Virgoz Oils & Fats Pte Limited & Anr.

    Patherya, J.:— The Court : By order dated 20th March, 2009 the respondent no. 1 was restrained from taking steps in respect of the sales contracts being the subject matter of the instant suit. Such interim order has been extended from time to time. The restraint order was passed on the premise that there was no arbitration agreement existing between the parties under Section 7 of the 1996 Act.

    On the returnable date Counsel for the respondents seeks vacating of the said order on the ground that the sales contract annexed is not a proposal but is in fact a confirmation of the agreement between the parties and no further negotiation was needed. Although the sales contract has been annexed but the brokers' contract has not been annexed. In transaction of this kind it is usually the broker through whom the contract is negotiated and finalized. For suppression of the brokers' contract this application ought to be dismissed. The sales contract dated 22nd July, 2008 and the subsequent sales contract evidences a concluded contract between the parties. Although the buyer was asked to stamp, sign and return the copy of the sales confirmation it was made clear that the validity of the contract would be unaffected in case of nonreturn. Therefore, by conduct there has been acceptance and the said is the usual procedure followed. In view of the confirmation and the concluded contract the arbitration agreement therefore between the parties exists and it is only after the arbitration clause was invoked that the suit has been filed. For the said reasons the order dated 20th March, 2009 be vacated.

    Counsel for the petitioner, in reply, submits that a confirmation is necessary as will appear from the Electronic Mail dated 3rd April, 2009. Therefore, the practice has been to issue a confirmation. In sales contract dated 22 July, 2008 and the sales contract subsequent thereto the essentials of Section 7 of the 1996 Act do not exist. Therefore the arbitration agreement is not in existence and the arbitration clause cannot be invoked.

    Having considered the submissions of the parties the sales contract dated 22 July, 2008 confirms the business between the parties and therefore it needs no further confirmation from the petitioner. In fact from the Electronic Mail relied on it will appear that a confirmation has been issued. This Electronic Mail is pursuant to the filing of the suit and no document of confirmation has been produced prior to the filing of the suit wherefrom it will appear that a confirmation was necessary even after issuance of sales contract. The endorsement on the last page of the sales contract makes it clear that the sales contract was a confirmation of sales and even though not despatched with signature the validity of the contract would remain unaffected. From a reading of the sales contract it is evident that a concluded contract was entered into between the parties and such contract contained an arbitration clause. Therefore, the parties were entitled to invoke the arbitration clause. For all the said reasons there exists no reason to continue the order dated 20 March, 2009 by which the arbitration proceedings had been restrained, and the same is vacated.

    Another reason for vacating the order dated 20 March, 2009 is the consensual agreement between the parties to refer the disputes to arbitration and the parties did so with full knowledge of its implication. Therefore, the parties must be bound by the solemn agreement entered into between themselves.

    Directions are given for filing affidavits.

    Affidavit-in-opposition be filed within a fortnight from date; affidavit-in-reply, if any, be filed within a week thereafter. Matter to appear in the list four weeks hence.

    All parties to act on a xerox signed copy of this order on the usual undertakings.

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    Comments

    Siddhi Vinayak Industries Pvt. Ltd. v. Virgoz Oils & Fats Pte Limited & Anr.
    (Apr 27, 2009)