Clear, signed contract cannot be rewritten using prior negotiations to create an arbitration clause, Delhi HC rules

The appellants were engaged to transport military cargo for the United Nations Peace Keeping Force from New Delhi to Sudan, with the cargo to be shipped from Nhava Sheva, Mumbai, to Port Sudan.

The parties initially exchanged emails/Fixture Recap dated 4 April 2023, Clause 23 of which provided for English law and London arbitration.

Thereafter, they executed a Booking Note dated 4 April 2023, signed on 5 April 2023, whose Special Terms referred to “additional rider clause 20–41”; arbitration appeared only in Clause 43 of the attached rider and was not expressly incorporated into the Booking Note.

Following a United Nations advisory declaring movement through Sudanese ports unsafe, the appellants cancelled the Booking Note on grounds of force majeure.

The respondent invoked arbitration, and two references were subsequently consolidated before an LMAA tribunal.

By majority partial award dated 18 October 2025, the tribunal held that the parties had agreed to English law and London arbitration and that the reference to “20–41” was a typographical error requiring rectification to “20–43”.

The learned Single Judge rejected the appellants’ application for an interim anti-arbitration injunction on 13 March 2026, leading to the present appeal.

1. Whether the Delhi High Court had territorial jurisdiction to entertain the suit and determine the existence or validity of the arbitration agreement?

2. Whether the signed Booking Note constituted the final agreement between the parties and superseded the earlier Fixture Recap and correspondence?

3. Whether the reference to “additional rider clause 20–41” could be treated as a mistake and judicially substituted with “20–43” so as to incorporate the arbitration clause in Clause 43?

4. Whether, in the absence of an arbitration agreement, the Court should grant an anti-arbitration injunction restraining the LMAA proceedings?

The Court applied Sections 91, 92, 94 and 95 of the Indian Evidence Act, 1872, holding that where parties have reduced their agreement into a clear and unambiguous written instrument, the document itself governs and prior negotiations or correspondence cannot be used to contradict, vary, add to, or subtract from its terms.

Surrounding circumstances may be considered only where the language is ambiguous, defective, or unmeaningful in relation to existing facts.

The Court relied on Kamla Devi v. Takhatmal, Roop Kumar v. Mohan Thedani, Rajasthan State Industrial Development & Investment Corpn. v. Diamond & Gem Development Corpn., Mangala Waman Karandikar v. Prakash Damodar Ranade, and Annaya Kocha Shetty v. Laxmibai Narayan Satose for the principle that courts cannot rewrite a clear contract.

The Court distinguished Govind Rubber Ltd. v. Louis Dreyfus Commodities Asia Pvt. Ltd. and Trimex International FZE Ltd. v. Vedanta Aluminium Ltd. because those cases concerned unsigned agreements inferred from correspondence.

The Court further relied on Union of India v. Kishorilal Gupta & Bros. and Young Achievers v. IMS Learning Resources (P) Ltd. for the principle that an arbitration clause in a superseded agreement does not survive unless incorporated into the subsequent agreement.

Under McDonald’s India Pvt. Ltd. v. Vikram Bakshi and Dr. Bina Modi v. Lalit Kumar Modi, Indian courts may grant anti-arbitration relief in exceptional cases where the arbitration agreement is shown to be non-existent, void, inoperative, or incapable of performance.

The Court held that Delhi had jurisdiction because the appellants were based in Delhi, the Booking Note was signed there, and enforcement proceedings would potentially be pursued against them there; the existence of Mumbai as another possible forum did not oust Delhi’s jurisdiction.

On the contractual issue, the Court treated the signed Booking Note as the final and controlling agreement because it expressly provided that its terms would prevail over previous arrangements.

The reference to “clause 20–41” was found to be clear and deliberate, particularly because the parties had specifically completed the Special Terms box and made several detailed modifications to the earlier Fixture Recap and rider clauses.

Clause 43 was not part of the standard form and contained a materially different arbitration arrangement from the earlier Fixture Recap; therefore, its incorporation required specific agreement.

The Court rejected rectification from “20–41” to “20–43,” holding that such a correction would contradict and rewrite the clear language of the signed Booking Note and would improperly rely on prior correspondence under Indian evidentiary law.

Consequently, no arbitration agreement existed between the parties, and the continuation of the LMAA proceedings lacked a contractual foundation.

The Court held that the Booking Note was the final agreement, that the words “additional rider clause 20–41” could not be altered to “20–43,” and that no valid arbitration agreement existed between the parties.

Since the arbitration proceedings had no contractual basis, the Court granted an anti-arbitration injunction restraining Argo Coral Maritime Ltd. from continuing, pursuing, or taking any steps in the LMAA arbitration titled “Argo Coral Maritime Ltd. v. SARR Freights Ltd./SARR Freights Corporation”.

Pending applications were also disposed of.