Deemed acceptance and past conduct establish a valid arbitration agreement for enforcing foreign awards.

The Petitioner (Trammo), a foreign entity, sought recognition and enforcement of five foreign arbitral awards (two interim final awards and three cost awards) passed by an ad-hoc tribunal seated in London.

The dispute arose from alleged contracts for the supply of DAP and NPS fertilizers.

Trammo claimed contracts were formed via a handwritten instrument in Dubai and subsequent emails containing general terms and conditions.

The Respondent (Nagarjuna) denied the existence of these contracts.

On January 21, 2014, the parties entered into an ad-hoc Arbitration Agreement governed by English law, specifically empowering the Tribunal to first determine if the underlying contracts and arbitration agreements existed before deciding on the substantive merits.

The Tribunal ultimately ruled in favor of Trammo, awarding damages and costs, which led to this petition under Part II of the Arbitration and Conciliation Act, 1996.

Whether the foreign awards are unenforceable under Section 48(1)(a) due to the invalidity of the arbitration agreement under English law regarding "deemed acceptance."

Whether the awards deal with matters beyond the scope of submission or were passed by an improperly composed tribunal under Section 48(1)(c) and (d) because the emails referred to varying institutional rules (LCIA/LMAA) whereas the tribunal was ad-hoc.

Whether the enforcement of the awards is contrary to the public policy of India under Section 48(2)(b) due to the nature of damages awarded without physical supply of goods.

The Court primarily applied Section 48 of the Arbitration and Conciliation Act, 1996, which limits the grounds for refusing enforcement of foreign awards.

It relied on the "narrow inquiry" principle established in Gemini Bay Transcription (P) Ltd. v. Integrated Sales Service Ltd.

The court relied on the three-judge bench decisions in Shri Lal Mahal Ltd. v. Progetto Grano SPA and Vijay Karia v. Prysmian Cavi E Sistemi SRL.

These precedents establish that Section 48 does not permit a "second look" or review on merits.

The court applied the principle that courts should adopt a "pragmatic" rather than "pedantic" approach to make arbitration clauses workable, as per Enercon (India) Ltd. v. Enercon Gmbh.

The Court rejected the challenge under Section 48(1)(a), noting that the Tribunal (composed of former English judges) had interpreted English law to find that "deemed acceptance" via email was valid based on the parties' past conduct.

The Court held it cannot second-guess such findings on merits at the enforcement stage.

Regarding the conflicting institutional rules (LCIA/LMAA) in the emails, the Court found no violation of Section 48(1)(c) or (d) because the parties' subsequent 2014 ad-hoc Arbitration Agreement explicitly gave this specific Tribunal the jurisdiction to decide the existence of the contracts and the merits, effectively overriding or harmonizing the prior conflicting clauses to ensure business common sense.

Finally, the Court dismissed the public policy objection under Section 48(2)(b), ruling that arguments regarding the calculation of damages or the lack of physical supply are merits-based issues and do not "shock the conscience" of the Court, nor do they violate the fundamental policy of Indian law.

The Foreign Awards were recognized as enforceable decrees of the Court.

The Court directed the Respondent to pay/deposit the aggregate principal sums of USD 16,427,310.80 and GBP 606,628.29 along with awarded interest.

A request for a stay on the judgment was rejected.