Final signed Booking Note overrides earlier Fixture Recap: Delhi HC grants anti-arbitration injunction as no arbitration agreement existed

Delhi High Court: In an appeal filed by SARR Freights Corporation against the order of the Single Judge refusing interim relief in the form of an anti-arbitration injunction, a Division Bench of Vivek Chaudhary and Renu Bhatnagar, JJ. held that where parties have reduced their agreement into a final, signed, clear and unambiguous written instrument which expressly supersedes their previous arrangements, the terms of that instrument must govern the contractual relationship. Prior negotiations, correspondence or communications cannot be relied upon to contradict, vary, add to or subtract from its terms, except where the document is ambiguous, defective or unmeaning in its application to existing facts. Since the Booking Note incorporated only Clauses 20—41 and the arbitration clause was contained in Clause 43, there was no valid arbitration agreement between the parties. The Court therefore held that the London Maritime Arbitrators Association (LMAA) arbitration had no contractual basis and granted an anti-arbitration injunction.

Background

The present appeal arose from a dispute concerning the transportation of military cargo intended for the United Nations Peacekeeping Force from New Delhi to Sudan. The cargo was to be transported from New Delhi and thereafter shipped from Nhava Sheva Port, Mumbai, to Port Sudan.

The parties initially negotiated the terms of the proposed carriage through their respective brokers and agents. These negotiations resulted in an exchange of emails, and a Fixture Recap dated 4 April 2023. Clause 23 of the Fixture Recap provided for English law and London arbitration.

Thereafter, the parties executed a formal Booking Note dated 4 April 2023, which was signed on 5 April 2023. The Booking Note contained several additional rider clauses. Importantly, its Special Terms section stated that the agreement would be subject to “additional rider Clauses 20—41”. The arbitration provision, however, appeared separately as Clause 43 and provided for the Baltic and International Maritime Council (BIMCO) Dispute Resolution Clause, subject to English law and LMAA Terms and Procedures.

The Booking Note also contained an overriding provision stating that its terms would prevail over any previous arrangements. No bill of lading was issued in the transaction.

Subsequently, on 18 April 2023, the United Nations issued an advisory declaring cargo movements through Sudanese ports unsafe. The appellants consequently cancelled the Booking Note, relying upon force majeure. A dispute arose between the parties, following which Argo Coral Maritime Ltd. invoked arbitration under Clause 43 of the Booking Note.

Arbitration Proceedings

The respondent initially commenced arbitration by a Notice of Arbitration dated 27 July 2023. During the proceedings, LMAA noted that the Booking Note had been signed by SARR Freights Corporation, whereas the appointment of the arbitrator had been made on behalf of SARR Freights Limited. The Tribunal therefore expressed the prima facie view that the first arbitration reference might bind only SARR Freights Limited and not SARR Freights Corporation.

The respondent consequently issued a fresh Notice of Arbitration on 6 December 2024 against SARR Freights Corporation. Both references were subsequently consolidated for consideration of common preliminary issues.

The Arbitral Tribunal framed, inter alia, 2 significant questions: whether an arbitration agreement existed between the parties under either the Fixture Recap or the Booking Note, and whether the reference to “Clauses 20—41” in the Booking Note should be rectified to “Clauses 20—43.”

By a majority partial award dated 18 October 2025, the Tribunal concluded that the parties had agreed to English law and London arbitration through the Fixture Recap. It further held that Clause 43 was intended to form part of the Booking Note and that the reference to “41” was a typographical error which ought to be corrected to “43”.

Proceedings before the Single Judge

Aggrieved by the continuation of the London arbitration, the appellants approached the Delhi High Court seeking an anti-arbitration injunction.

The Single Judge rejected the interim application by order dated 13 March 2026. Relying upon decisions including Govind Rubber Ltd. v. Louis Dreyfus Commodities Asia (P) Ltd., (2015) 13 SCC 477 and Trimex International FZE Ltd. v. Vedanta Aluminium Ltd., (2010) 3 SCC 1, the Single Judge held that an arbitration agreement could be inferred from correspondence exchanged between parties.

The Single Judge further concluded that, considering the parties’ intention reflected in the Fixture Recap, the reference to “20—41” in the Booking Note appeared to be an inadvertent error which could be read as “20—43”. The application for an interim anti-arbitration injunction was consequently rejected.

The appellants challenged this decision before the Division Bench.

Issues before the Division Bench

The Division Bench identified three principal issues:

1. Whether the Delhi High Court had territorial jurisdiction to entertain the dispute.

2. Whether as per law applicable, it is the Booking Note which is the final agreement between the parties and/or whether the Court can modify the same by reading into the earlier exchanged emails/Fixture Recap, if so, under what circumstances.

3. Whether the Tribunal has jurisdiction to hear the matter or an anti-arbitration injunction ought to be granted.

Decision and Analysis

Territorial jurisdiction of the Delhi High Court

The Court first rejected the respondent’s objection to the territorial jurisdiction of the Delhi High Court.

The appellants were based in Delhi, the Booking Note had been signed in Delhi, and the cargo was initially required to be transported from Delhi. The Court also noted that any enforcement proceedings against the appellants would potentially have to be pursued in Delhi.

The fact that Mumbai could also have jurisdiction because the cargo was to be shipped from Nhava Sheva Port did not exclude the jurisdiction of Delhi. Since a substantial and fundamental part of the cause of action had arisen in Delhi, the Court held that it possessed jurisdiction to entertain the dispute.

The Court also affirmed that Indian courts retain jurisdiction to determine whether an arbitration agreement exists or is legally valid, notwithstanding the competence-competence principle applicable to Arbitral Tribunals.

The Booking Note as the final agreement

The central question before the Court concerned the legal effect of the signed Booking Note.

The Division Bench emphasised Sections 91, 92, 93, 94 and 95, Evidence Act, 1872, which govern the use of documentary and extrinsic evidence in interpreting written agreements.

The Court reiterated the established principle that where parties have reduced their agreement into a written and signed document containing clear and unambiguous terms, the document itself is ordinarily the best evidence of the agreement. Prior negotiations, correspondence and communications cannot subsequently be relied upon to contradict, vary, add to or subtract from those terms.

The Court distinguished cases such as Govind Rubber and Trimex, noting that those cases concerned situations where there was no final signed written agreement and the courts therefore had to examine correspondence to determine whether the parties had reached consensus.

The present case was materially different. Here, the parties had ultimately executed a formal Booking Note which expressly provided that its terms would prevail over previous arrangements.

Accordingly, the Court held that the Booking Note had to be treated as the final written expression of the parties’ agreement.

Indian law and the English common law approach

The respondent relied heavily upon English and Australian authorities concerning rectification of contractual instruments. Those authorities permitted courts, in appropriate circumstances, to examine prior negotiations and communications to determine whether a written instrument accurately recorded the parties’ prior agreement.

The High Court, however, held that this approach could not be transplanted into the present case.

Under the Indian statutory framework, once a written and signed agreement contains clear and unambiguous terms, prior negotiations and correspondence cannot be used to alter those terms unless the document is ambiguous, defective or unmeaningful in relation to existing facts.

The Court therefore found a material distinction between the English common law approach to rectification and the position under the codified Indian law of documentary evidence.

The Court also relied upon the Supreme Court’s observation in BSES Ltd. v. Fenner India Ltd., (2006) 2 SCC 728 that where Indian law is clear and settled, there is no occasion to rely upon foreign case law.

Whether “20—41” could be corrected to “20—43”

The Court attached considerable importance to the language of the Booking Note.

The Special Terms box expressly stated “As per additional rider clause 20—41 in attached.”

The parties had specifically filled in the Special Terms section and had added several other negotiated terms. According to the Court, this demonstrated that the parties had consciously considered and modified the contractual terms rather than merely reproducing the earlier Fixture Recap.

The Court also noted that Clause 43 was materially different from the arbitration provision contained in the Fixture Recap. The Fixture Recap referred generally to “English law and London arbitration”, whereas Clause 43 referred to the BIMCO Dispute Resolution Clause, English law and LMAA Terms and Procedures.

Thus, Clause 43 was not simply a reproduction of the earlier arbitration provision.

The Division Bench further observed that Clauses 41, 42 and 43 appearing on the same page, coupled with the parties’ signatures at the bottom of the page, could not by themselves incorporate Clause 43 into the agreement. The parties had expressly chosen to incorporate only Clauses 20— 41.

The Court therefore concluded that there was no ambiguity or defect requiring correction.

Importance of the supersession clause

A significant factor in the Court’s reasoning was the clause in the Booking Note providing that the contract would prevail over “any previous arrangements”.

The Court relied upon Union of India v. Kishorilal Gupta & Bros., 1959 SCC OnLine SC 6 and Young Achievers v. IMS Learning Resources (P) Ltd., (2013) 10 SCC 535, to emphasise that where a subsequent agreement supersedes an earlier agreement, an arbitration clause contained in the earlier agreement ordinarily cannot survive where the later agreement does not preserve it.

The Court also referred to Joshi Technologies International Inc. v. Union of India, where the Supreme Court recognised the effect of an entire-agreement or supersession clause preventing reliance upon earlier arrangements and correspondence.

Applying these principles, the Division Bench held that there was no justification for returning to the Fixture Recap to import an arbitration clause into the final Booking Note.

Finding on the arbitration agreement

The Court ultimately held that the Booking Note was clear and unambiguous.

The reference to Clauses 20—41 could not reasonably be interpreted as incorporating Clause 43. There was no language in the Booking Note which incorporated the arbitration clause, nor was there any ambiguity requiring the Court to resort to surrounding circumstances.

The Court therefore held:

1. The Booking Note was the final agreement between the parties.

2. The Booking Note superseded the earlier Fixture Recap and arrangements.

3. Clauses 20—41, and not Clause 43, were incorporated into the Booking Note.

4. There was no mistake or ambiguity in the Booking Note requiring rectification.

5. No valid arbitration agreement existed between the parties.

Anti-arbitration injunction

Having concluded that no arbitration agreement existed, the Court considered whether an anti-arbitration injunction could be granted.

The Court distinguished an anti-suit injunction from an anti-arbitration injunction, observing that the latter operates in exceptional circumstances.

Relying upon McDonald’s India (P) Ltd. v. Vikram Bakshi, 2016 SCC OnLine Del 3949, and Bina Modi v. Lalit Kumar Modi, 2020 SCC OnLine Del 1678, the Court held that Indian Courts may intervene where it is demonstrated that the arbitration agreement is null and void, inoperative or incapable of being performed.

In the present case, the Court had itself determined that there was no arbitration agreement at all. Consequently, the very foundation of the LMAA arbitration proceedings was absent.

The Court therefore held that the case fell within the exceptional circumstances warranting an anti-arbitration injunction.

The Division Bench allowed the appeal and set aside the order dated 13 March 2026 passed by the Single Judge.

The Court granted an anti-arbitration injunction restraining Argo Coral Maritime Ltd. from continuing, pursuing or taking any steps in the LMAA arbitration.

All pending applications were also disposed of.

[SARR Freights Corpn. v. Argo Coral Maritime Ltd., 2026 SCC OnLine Del 7230, decided on 18-9-2026]

Advocates who appeared in this case:

For the Appellants: Mr. Dayan Krishnan, Senior Advocate, assisted by Mr. Saurabh Seth, Mr. Shantanu Aggarwal, Mr. Sukrit Seth, Mr. Sumer Dev Seth, Ms. Neelampreet Kaur, Mr. Abhiroop Rathore, Mr. Kabir Dev and Mr. Sukhbir Singh, Advocates.

For the Respondent: Mr. Sandeep Sethi, Senior Advocate, assisted by Mr. Arvind K. Gupta, Ms. Tripti Sharma, Mr. Krishna Gambhir, Ms. Shreya Sethi, Mr. Abhiesumat Gupta and Mr. Ashish Singh, Advocates.