General reference to a document containing standard terms incorporates its arbitration clause in single-contract cases.

The Petitioner, a company specializing in prefabricated buildings, submitted Techno-Commercial Offers (TCOs) dated 08.11.2023 and 25.09.2023 to the Respondent for two separate projects in Andhra Pradesh and Haryana.

Following negotiations, the Respondent issued Work Orders in October 2023 and February 2024, which explicitly referenced the Petitioner’s TCO quotations.

Both TCOs contained an arbitration clause under the "Governing Law" heading, designating New Delhi as the venue.

Disputes arose regarding withheld payments for alleged snag points in Project I and non-payment leading to contract termination in Project II.

The Petitioner invoked arbitration, but the Respondent failed to appoint an arbitrator, leading to these petitions under Section 11(6) of the Arbitration and Conciliation Act, 1996 ("1996 Act").

1. Whether a valid arbitration agreement exists between the parties despite the Respondent not formally signing the TCOs.

2. Whether the arbitration clauses contained in the TCOs were incorporated by reference into the subsequent Work Orders under Section 7(5) of the 1996 Act.

3. Whether the Court should resolve disputes regarding the validity of the contract (e.g., revocation of offer under the Contract Act) at the Section 11 referral stage.

The Court primarily applied Section 11(6) and Section 7(5) of the 1996 Act regarding the appointment of arbitrators and the incorporation of arbitration agreements by reference.

Judicial role at the referral stage is limited to a prima facie assessment of the agreement’s existence as established in Interplay Between Arbitration Agreements, In re [2024 6 SCC 1].

The doctrine of "incorporation by reference" as established in M.R. Engineers & Contractors (P) Ltd. v. Som Datt Builders Ltd. and modified by Inox Wind Ltd. v. Thermocables Ltd. [2018 2 SCC 519], which distinguishes between "single-contract" cases (where general reference is sufficient) and "two-contract" cases (where specific reference is required).

The Court observed that the Work Orders were not issued in isolation but specifically referenced the Petitioner’s TCO quotations and "final negotiations," acknowledging that the "final offer" had been accepted.

The Court categorized this as a "single-contract case" because the parties to the TCOs and the Work Orders were identical.

Under the Inox Wind precedent, a general reference to a document containing standard terms (or a party's proposal) is sufficient to incorporate an arbitration clause in single-contract scenarios.

The Respondent's arguments regarding the lapse of the offer under the Indian Contract Act or the lack of absolute acceptance were deemed mixed questions of fact and law.

The Court held that such complexities, including whether the TCOs culminated in a concluded contract, must be determined by the Arbitral Tribunal, as the Court's mandate under Section 11 is strictly limited to verifying the prima facie existence of the arbitration clause.

The petitions were allowed, and the Court appointed Ms. Maneesha Dhir, Advocate, as the Sole Arbitrator to adjudicate the disputes under the aegis of the Delhi International Arbitration Centre (DIAC).

The Court clarified that all rights and contentions, including those regarding the arbitrability of claims and the validity of the underlying contract, remain open for the Arbitrator’s final adjudication.