Unequivocal acceptance followed by requests for clarification or extension constitutes a concluded contract despite minor subsequent modifications.

The appellant challenged an order dated 16.03.2026 passed by the Commercial Court, Patiala House, which rejected their application under Section 34 of the Arbitration and Conciliation Act, 1996 to set aside an Arbitral Award.

The dispute arose from a Global Tender (No. WTA-458) for the supply of wheels.

The appellant issued a Letter of Acceptance (LOI) on 23.06.2011, stating they accepted the offer "unconditionally, however with some comments for clarified contract".

Later, the Railways amended the delivery schedule on 01.03.2012.

The appellant subsequently claimed inability to perform due to plant overhauls and argued that no concluded contract existed as their acceptance was "conditional" upon the clarification of terms and was affected by the altered delivery schedule.

1. Whether the Letter of Acceptance dated 23.06.2011 constituted an unconditional acceptance resulting in a concluded contract.

2. Whether the scope of interference under Section 37 of the Arbitration and Conciliation Act justifies setting aside the lower court's refusal to vacate the Arbitral Award.

The court primarily applied Section 34 and Section 37 of the Arbitration and Conciliation Act, 1996, highlighting the "very limited" and "narrow" scope of judicial interference with arbitral awards.

Regarding the formation of a contract, the court distinguished the principle in M/s Padia Timber Company (P) Ltd. v. The Board of Trustees of Visakhapatnam Port Trust (2021), which holds that an acceptance with a variation of a material term (e.g., an inspection clause) constitutes a counter-offer rather than a concluded contract.

The court also relied on the principle of "unequivocal and unconditional" acceptance required for contract formation under the Indian Contract Act.

The Court found the appellant's reliance on Padia Timber misplaced because, unlike that case where a specific clause was disputed, the appellant here explicitly used the word "unconditionally" in its LOI.

The court reasoned that the phrase "however with some comments for clarified contract" was merely an "open-ended qualification" and did not specify any concrete conditions or technical deviations that would invalidate the acceptance.

The court noted that the appellant had confirmed acceptance twice (23.06.2011 and 31.08.2011) and even requested an extension of time in early 2012, which evidenced their own recognition of a binding contract.

The Court held that a change in delivery schedule eight months after acceptance did not retroactively render the initial contract "unconcluded".

The Court dismissed the appeal, holding that there were no grounds to interfere with the Commercial Court’s order or the Arbitral Award under the narrow scope of Section 37 of the Act. The appeal and all pending applications were rejected.