Introduction
In popular legal imagination, a signature has traditionally been regarded as the external mark of assent, the point at which negotiation solidifies into obligation. On the other hand, commercial reality seldom ever waits for ink. These days, contracts are made through email exchanges, verified by performance, and supported by pleadings, invoices, and letters of credit long before, and occasionally even in place of, an officially executed instrument. The statutory need that an arbitration agreement be "in writing" under Section 7 of the Arbitration and Conciliation Act, 1996 ("the 1996 Act") has forced Indian arbitration law to balance this business reality. Whether the lack of a signature alone renders an arbitration agreement unenforceable has been a recurrent issue in Indian courts.
India's arbitration legislation has developed as a result of deliberate legislative and judicial efforts to reduce procedural complexities and increase party autonomy in order to facilitate the settlement of business disputes. The question of whether an arbitration agreement requires the signatures of both parties in order to be legally binding has frequently been brought before Indian courts. The Arbitration and Conciliation Act, 1996 takes a more comprehensive and commercially sensible stance than traditional contract law rules, which frequently highlight signatures as proof of consent. A valid arbitration agreement may be reached in a number of ways, including correspondence, emails, electronic communications, filings, and incorporation by reference, according to Section 7 of the Act.
The Statutory Anchor: Section 7 of the 1996 Act
The 1996 Act's Section 7 defines a "arbitration agreement" and specifies the formal conditions that must be met. There are four subsections that are especially important:
• Section 7(2): An arbitration clause may be a stand-alone agreement or a component of a substantive contract.
• Section 7(3): states that an arbitration agreement "must be in writing."
• Section 7(4): An arbitration agreement is deemed to be "in writing" if it is (a) included in a document that both parties have signed; (b) included in a letter, telex, telegram, or other form of communication (including electronic communication) that provides a record of the agreement; or (c) included in a statement of claim and defense exchange in which one party asserts the existence of the agreement and the other does not dispute it.
• Section 7(5): If a contract is in writing and the reference inserts an arbitration clause into the contract, it is considered an arbitration agreement.
Laying Foundation: Jugal Kishore Rameshwardas v. Mrs Goolbai Hormuji (1955)
The idea that a formal arbitration agreement is not required predates the 1996 Act. The Supreme Court addressed contract notes given by stockbrokers to a constituent in accordance with the guidelines of the Native Share and Stock Brokers' Association in Jugal Kishore Rameshwardas v. Mrs. Goolbai Hormusji, AIR 1955 SC 812. The Court ruled that a formal signature on the document is not a necessary condition for a valid arbitration agreement; it is sufficient that the provisions are converted to writing and that the parties' consent to those terms is proved on the record.
Contract Concluded by Correspondence
In Trimex International FZE Ltd., Dubai v. Vedanta Aluminium Ltd., Arbitration Petition No. 10 of 2009, concluded on January 22, 2010 (reported at (2010) 3 SCC 1 and 2010 (1) SCALE 574), Trimex, a trading business situated in Dubai, offered Vedanta bauxite over email. Vedanta's representative verified acceptance of the commercial terms during a series of emails. Trimex fixed a charter party with ship owners and signed a back-to-back sale deal with a third party based on that acceptance. A formal contract with a comprehensive arbitration clause that was later distributed was returned by Trimex with some minor changes, but Vedanta never independently "signed off" on it in the sense of a wet-ink countersignature on a single, cohesive document.
When a disagreement emerged and Trimex sought arbitration under Section 11(6) of the 1996 Act, Vedanta objected, arguing that since the official instrument had not been executed, there was no concluded contract. This defense was dismissed by the Supreme Court. As long as the essential terms (including the intention to arbitrate) can be inferred from the correspondence exchanged between the parties, it was held that once an offer is unconditionally and unqualifiedly accepted, the contract is concluded. The mere lack of a formal, signed follow-up document does not affect the acceptance or implementation of the contract.The Court emphasized that one of the main goals of the 1996 Act is to lessen the courts' supervisory role, and that this goal would be undermined if business emails that clearly demonstrate consensus were regarded as legally insignificant just because a physical signature was never obtained.
One of the most often cited sources supporting the idea that a legally enforceable arbitration agreement can result solely from electronic correspondence without the need for a signed document is still Trimex.
Incorporation by Reference: M.R. Engineers and Caravel Shipping
A related but different line of cases deals with circumstances in which the arbitration clause is only mentioned in a separate document, such as printed conditions annexed to a bill of lading, rather than being included in the document signed (or exchanged) by the parties at all. The Supreme Court ruled in M.R. Engineers and Contractors Pvt. Ltd. v. Som Datt Builders Ltd., (2009) 7 SCC 696 that a general reference to another document is insufficient to import an arbitration clause into a contract under Section 7(5), instead, the reference must demonstrate that the arbitration clause was intended to be a part of the contract.
This idea was used in the October 9, 2018, ruling in Caravel Shipping Services Pvt. Ltd. v. Premier Sea Foods Exim Pvt. Ltd., (2019) 11 SCC 461. Premier Sea Foods was listed as the consignor in a Multimodal Transport Document/Bill of Lading, which gave rise to the disagreement. The bill of lading had a list of printed stipulations, including an arbitration clause, and stated that both parties would be bound by all terms and conditions upon acceptance. Premier Sea Foods contended that there was no arbitration agreement and that Section 7(4)(a) was not satisfied because it had never signed the bill of lading.
In disagreement, the Supreme Court granted the appeal. First, it ruled that Premier Sea Foods could not "blow hot and cold" because it could not reject the arbitration clause in the bill of lading as it used it as the foundation for its civil lawsuit. Second, and more broadly, the Court clarified that Section 7(4) merely supplements Section 7(3) and does not make the signature requirement an independent, mandatory condition in every case. It also reiterated the position in Jugal Kishore Rameshwardas that an arbitration agreement must be in writing but need not be signed.
In Shakti Bhog Foods Ltd. v. Kola Shipping Ltd.,
(2009) 2 SCC 134, the Supreme Court gave one of the clearest interpretations of Section 7 of the Arbitration and Conciliation Act, 1996. The dispute concerned the existence of a charter party agreement containing an arbitration clause. Rejecting the contention that the absence of a formally signed agreement rendered the arbitration clause unenforceable, the Court held that an arbitration agreement may be established not only through a signed document but also through an exchange of letters, faxes, e-mails, or other communications that provide a record of the parties' consensus. The Court emphasized that Section 7 does not require every communication to reproduce the arbitration clause verbatim; rather, it is sufficient if the documentary record demonstrates that the parties had agreed to arbitrate. This judgment significantly strengthened the pro-arbitration interpretation of Section 7 by recognizing commercial correspondence and subsequent conduct as valid evidence of consent to arbitrate.
A Related but Distinct Question: Unstamped Arbitration Agreements
Although the two topics are often discussed together because they both deal with the threshold question of whether a court can act on an arbitration agreement that lacks a specific formality, the validity of an unsigned arbitration agreement must be kept analytically separate from the validity of an unstamped one. The law underwent multiple contradictory stages regarding the stamping issue, SMS Tea Estates (P) Ltd. v. Chandmari Tea Co. (P) Ltd., (2011) 14 SCC 66, and Garware Wall Ropes Ltd. v. Coastal Marine Constructions & Engineering Ltd., (2019) 9 SCC 209, held that an arbitration clause in an unstamped instrument could not be acted upon until the instrument was properly stamped.
Interplay Between Arbitration Agreements under the Arbitration and Conciliation Act 1996 and the Indian Stamp Act 1899, 2023 INSC 1066, decided on December 13, 2023, a seven-judge Supreme Court bench ultimately reversed this position (opinion authored by Chief Justice D.Y. Chandrachud, with a concurring opinion by Justice Sanjiv Khanna). According to the Bench, a document becomes inadmissible in evidence if stamp duty is not paid or is not paid in whole, but neither the underlying contract nor the arbitration agreement it contains are nullified.
For the purposes of this discussion, the doctrinal conclusion is that, although a missing signature has never been considered fatal to the existence of an arbitration agreement on established authority, a missing stamp was considered more than a formality between April and December 2023, that is, until the seven-judge Bench brought the stamping objection back in line with the same pro-arbitration, minimal-court-intervention philosophy that has always governed the signature question.
Practical Takeaways for Drafters and In-House Counsel
•A contract that is not returned or countersigned should not be regarded as commercially inert. If a party proceeds to perform under a draft contract — accepting deliveries, raising or honouring bills referencing it, or opening credit instruments related to it. Indian courts are likely to recognize the arbitration clause within that draft as binding, regardless of the missing signature.
• Maintain the trail of correspondence. Parties (and their attorneys) should keep and organize the whole negotiating record, not just the final, unsigned draft, as courts consider emails, letters, other telephony as an independent means of meeting Section 7.
•Rather than relying solely on the lack of a signature as a fallback defense, a party that truly does not want to be bound in the absence of a signature should express this clearly and contemporaneously. Examples of this include marking communications as "subject to contract" or "subject to formal execution" and avoiding part-performance under the unsigned draft.
•Differentiate between the stamping and signature questions. Following the seven-judge Bench ruling in In Re: Interplay, an arbitration agreement included in an inadequately stamped document is not void; the issue is now a matter for the arbitral tribunal and should not be confused with a challenge to the very existence of consent.
Belvedere Resources DMCC v. OCL Iron and Steel Ltd. & Ors.
Fact:
S.M. Niryat Pvt. Ltd. ("SMN") and Belvedere Resources DMCC, a coal trading business based in the United Arab Emirates, negotiated a coal supply agreement via email and WhatsApp. An arbitration clause was included in a Standard Coal Trading Agreement ("SCoTA") that Belvedere shared with SMN on October 13, 2022. The SCoTA was never signed or returned by SMN. SMN eventually canceled the agreement after failing to make the advance payment despite numerous emails and WhatsApp reminders. In accordance with the arbitration clause in the (unsigned) SCoTA, Belvedere requested arbitration under SIAC. Additionally, Belvedere filed a separate Section 9 application with the Delhi High Court, requesting the temporary attachment of the respondents' assets valued at about Rs. 23.34 crore.
The argument of the respondent:
Since the SCoTA was never signed or properly concluded between the parties, the respondents (SMN's successor organization) contended that there was no legitimate arbitration agreement at all.
Court's holding:
The Court rejected this argument. It held that under Section 7(4)(b), an arbitration agreement is treated as being "in writing" and therefore valid if it is contained in an exchange of letters, telegrams, or other means of telecommunication (including electronic communication such as e-mail and WhatsApp) that provides a record of the agreement. Critically, the Court clarified that this does not require the underlying commercial contract itself to have been formally concluded, it is enough that the communications between the parties record their consent to the arbitration clause.
Based on the facts, the Court reviewed the email and WhatsApp correspondence and concluded that SMN had acknowledged and acted under the conditions of the SCoTA, including the arbitration clause, by, for example, promising Belvedere a signed and stamped copy. Based solely on the strength of the email/WhatsApp discussion, the Court determined that the parties had a legitimate and enforceable arbitration agreement.
Significance: The Delhi High Court's recent ruling in 2025 supports the idea that a simple email communication, devoid of a signature or even a completed underlying contract, might be a legitimate arbitration agreement under Indian law.
Conclusion
Indian courts have taken a very consistent stance from Jugal Kishore Rameshwardas in 1955 an arbitration agreement must be in writing, but signing and writing are not the same thing. A signed document is only the most traditional method of proving that parties consented to arbitrate; Section 7 of the 1996 Act was purposefully written to recognize several, functionally comparable methods of doing so. The lack of a signature won't, by itself, disprove the parties' agreement to refer their problems to arbitration where the record of correspondence, invoices, letters of credit, or performance clearly shows that they were in agreement.