A clear adoption of governing general conditions incorporates their arbitration clause by reference.

Tata Projects issued Shivkumar Enterprises four Work Orders in 2021 and 2023, stated to be governed by the General Conditions for Contract Services (GCC), reference no. TPL/SCM/GCC/C4-HV/R3.

After carrying out the work, submitting running-account bills and receiving Virtual Completion Certificates, the Applicant claimed that amounts remained unpaid.

Following demand notices and the Respondent’s denial of liability, the Applicant invoked Clause 41 of the GCC.

The Respondent rejected the invocation, and the Applicant applied under Section 11 of the Arbitration and Conciliation Act, 1996 for appointment of an arbitrator.

1. Whether the Work Orders incorporated the GCC, including its arbitration clause, so as to establish a prima facie arbitration agreement under Section 7 of the Act

2. Whether the Respondent’s objections concerning amicable settlement, outstanding GST documents and the Applicant’s invocation of arbitration across four Work Orders precluded appointment of an arbitrator

Section 7(5) of the Arbitration and Conciliation Act, 1996 permits an arbitration clause to be incorporated by reference where the contractual reference demonstrates an intention to make that clause part of the contract.

M. R. Engineers and Contractors Pvt. Ltd. v. Som Datt Builders Ltd., (2009) 7 SCC 696, distinguishes a reference to another document for a limited purpose from incorporation of that document into the contract.

The Court also considered Inox Wind Ltd. v. Thermocables Ltd., (2018) 2 SCC 519, on incorporation of standard-form terms, and NBCC (India) Ltd. v. Zillion Infraprojects Pvt. Ltd., (2024) 7 SCC 174, and Maharashtra State Electricity Distribution Co. Ltd. v. R. Z. Malpani, 2026 SCC OnLine SC 553, on the insufficiency of a mere general reference in appropriate circumstances.

An arbitration agreement must rest on consent; at the Section 11 stage, the Court must be satisfied at least prima facie that such an agreement exists.

The Court treated the question as one of the Work Orders’ wording and the parties’ intention, rather than whether the arbitration clause was reproduced or separately signed.

It found that the GCC was identified as governing the Work Orders and was not shown to have been referenced solely for a limited technical or performance purpose; the Respondent also relied on GCC conditions in its defence. Read together, the Work Orders and GCC therefore disclosed prima facie incorporation of Clause 41.

The alleged failure to pursue amicable settlement and the outstanding GST documents concerned compliance and the merits of the payment claim, not the existence of the arbitration agreement.

Although each Work Order could require separate examination, all four relied on the same GCC and involved the same parties; the tribunal could determine the claims under each Work Order separately.

The application was disposed of on the stated terms, with all issues on the merits left open to the tribunal and no order as to costs.