### Enforcement of Foreign Awards Cannot Be Denied Through Merits Review or Technical Challenges to Ad-Hoc Clause Validity

The Petitioner (Trammo), a foreign judgment creditor, sought the 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) allegedly entered into during a meeting in Dubai and through subsequent emails.

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

On January 21, 2014, the parties executed an ad-hoc Arbitration Agreement governed by English law, which mandated a three-tier adjudication process: (i) determining the existence of the contracts, (ii) determining the validity of the arbitration agreements therein, and (iii) deciding substantive merits.

The Tribunal found in favor of Trammo on all counts, awarding damages despite no actual delivery of goods.

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

1. Whether the arbitration agreement was invalid under English law due to "deemed acceptance" of contract terms.

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 (d).

3. Whether enforcement of the awards was contrary to the public policy of India under Section 48(2)(b) due to the nature of damages awarded.

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 Supreme Court precedents of *Shri Lal Mahal Ltd. v. Progetto Grano SPA*, which prohibits a "second look" or review on merits at the enforcement stage.

It relied on *Vijay Karia v. Prysmian Cavi E Sistemi SRL*, which emphasizes that foreign awards must be read fairly as a whole and that "public policy" does not permit a merit-based review.

Furthermore, the court applied the principle from *Enercon (India) Ltd. v. Enercon Gmbh*, advocating a pragmatic "business commonsense" approach to make seemingly unworkable arbitration clauses functional.

The Court rejected Nagarjuna’s challenge under Section 48(1)(a), noting that the Tribunal—comprised of former English judges—had interpreted English law and past party conduct to find valid contract formation via "deemed acceptance"; it held that an Indian court cannot second-guess such findings of fact and law.

Regarding the challenge to the Tribunal’s composition and scope (Sections 48(1)(c) and (d)), the Court found that the parties' ad-hoc Arbitration Agreement of 2014 superseded any conflicting institutional rules (LCIA/LMAA) in the underlying contracts by expressly empowering this specific Tribunal to decide the merits.

On public policy (Section 48(2)(b)), the Court held that the assessment of damages—even without physical supply of goods—is a matter of evidence appreciation and does not "shock the conscience" of the court.

Finally, the Court noted that Nagarjuna withdrew its objections regarding FEMA violations, removing the primary "public policy" barrier.

It answered the issues by stating that the Tribunal acted within its jurisdiction as conferred by the 2014 Agreement and that no grounds under Section 48 were established to refuse enforcement.

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.