Sarr Freights Corporation & Anr. vs. Argo Coral Maritime Ltd.
Background
The appellants had agreed to transport military cargo for the UN Peacekeeping Force from India to Sudan. Preliminary emails (a "Fixture Recap") mentioned English law and London arbitration, but the final signed Booking Note only incorporated "additional rider clause 20-41," leaving out clause 43, which actually contained the arbitration provision. When the shipment was cancelled after Sudan's ports were declared unsafe, the shipping company tried to start arbitration in London under clause 43, and the cargo company denied any arbitration agreement existed, seeking an injunction from the Delhi High Court to stop that arbitration.
Decision Breakdown
The Division Bench held that under Indian evidence law, once parties sign a clear, unambiguous written contract, courts cannot look at earlier emails or drafts to add terms not actually included in the final document. This differs from English law, which the respondent had wrongly relied upon. Since the signed Booking Note specifically listed only clauses 20 to 41 (not clause 43, which held the arbitration clause) and expressly said it would override all earlier arrangements, the Court found there was no valid arbitration agreement at all. It set aside the Single Judge's contrary order and granted an injunction stopping the London arbitration.
Lesson Learnt
What legally binds parties is the actual wording of the final signed contract, not what was discussed or agreed in earlier emails or negotiations. If an important clause like arbitration is left out of the document parties finally sign, courts will generally not read it back in, even if it appeared in prior correspondence.