Deemed acceptance of contract terms and ad-hoc jurisdictional agreements facilitate enforcement of foreign awards.

The Petitioner (Trammo) sought recognition and enforcement of five foreign arbitral awards passed by an ad-hoc tribunal seated in London.

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

Following a meeting in Dubai (May 2013) and subsequent emails, Trammo alleged the existence of binding contracts ("Dubai Claimed Contracts" and "Emailed Purported Contracts"), which the Respondent (Nagarjuna) denied.

The parties executed an Arbitration Agreement on January 21, 2014, to determine: (i) the existence of the underlying contracts, (ii) the validity of arbitration agreements therein, and (iii) the substantive merits.

The Tribunal ruled in favor of Trammo on all counts, awarding damages for breach of contract.

Nagarjuna resisted enforcement under Section 48 of the Arbitration and Conciliation Act, 1996, alleging the invalidity of the agreement under English law, jurisdictional errors, and violations of Indian public policy.

1. Whether the arbitration agreement was invalid under English law due to the "deemed acceptance" nature of the contracts, attracting Section 48(1)(a).

2. Whether the awards dealt with matters beyond the scope of submission or were passed by an improperly composed tribunal under Sections 48(1)(c) and 48(1)(d).

3. Whether enforcement of the awards would be contrary to the public policy of India under Section 48(2)(b).

The court applied Section 48 of the Arbitration and Conciliation Act, 1996, which exhaustive lists grounds for refusing enforcement of foreign awards.

It relied on the "pro-enforcement" bias established in *Gemini Bay Transcription (P) Ltd. v. Integrated Sales Service Ltd.*

It followed the narrow standards of judicial review defined in *Shri Lal Mahal Ltd. v. Progetto Grano SPA*, which prohibits a "second look" at the merits.

The court followed *Vijay Karia v. Prysmian Cavi E Sistemi SRL*, which emphasizes that procedural defects or poor reasoning do not constitute a violation of public policy unless they shock the conscience of the court or violate the "fundamental policy of Indian law".

The court also applied the "business commonsense" approach to interpreting arbitration clauses from *Enercon (India) Ltd. v. Enercon Gmbh*.

The Court rejected Nagarjuna’s challenge to the Tribunal’s finding on contract formation (deemed acceptance), noting that the Tribunal—comprising three former English judges—had appreciated evidence of past conduct and applied English case law; thus, the Section 48 court cannot re-evaluate such findings of fact or foreign law.

Regarding the conflicting arbitration rules (LCIA vs. LMAA) in the email attachments, the Court held that the parties’ subsequent ad-hoc Arbitration Agreement superseded these conflicts and empowered the specific Tribunal to decide the merits under one forum, a commercially sensible interpretation.

The Court dismissed the public policy objection regarding the award of damages without physical supply of goods, ruling that the assessment of damages is a matter of merits and evidence appreciation, which falls outside the scope of Section 48.

The Court noted that Nagarjuna withdrew its objections related to FEMA (foreign exchange) violations.

It ruled that the Tribunal acted within its jurisdiction as conferred by the parties' Arbitration Agreement and that the grounds for refusal under Section 48 were not met.

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

The request for a stay on the judgment was rejected.