Arbitration agreement requires a concluded contract; future purchase terms and acquiescence cannot create arbitral jurisdiction.

A future purchase-order framework and negotiated general conditions did not by themselves create an enforceable arbitration agreement. The arbitration clause in the purchase conditions was operative only if a binding purchase order, or equivalent concluded contract, actually came into existence; as no such order was issued, no arbitration agreement existed with either respondent. A counsel's telex referring to a joint appointment of an arbitrator could not estop the respondents from denying arbitrability, because acquiescence or tentative statements cannot confer jurisdiction where no agreement exists. The court therefore upheld the judgment below and found no enforceable agreement to arbitrate.

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Issues: (i) Whether there was an arbitration agreement between the appellant and the first respondent; (ii) Whether there was an arbitration agreement between the appellant and the second respondent; (iii) Whether the respondents were estopped from denying the arbitration agreement because of their counsel's telex stating that they were in the process of jointly appointing an arbitrator.

Issue (i): Whether there was an arbitration agreement between the appellant and the first respondent

Analysis: The General Conditions of Purchase and the negotiated revision to those conditions were only preparatory arrangements governing a possible future purchase order. They did not themselves amount to a concluded contract or an agreement to arbitrate. The letters of intent were only a prelude to a future purchase order, and the arbitration clause in the General Conditions of Purchase would become operative only if a purchase order was actually placed. No such purchase order was issued.

Conclusion: No arbitration agreement existed between the appellant and the first respondent.

Issue (ii): Whether there was an arbitration agreement between the appellant and the second respondent

Analysis: Even assuming that the letters of intent were issued on behalf of the first respondent, they did not incorporate any arbitration clause. Clause C merely provided that any future purchase order would be subject to the General Conditions of Purchase. Since no purchase order came into existence, the contractual machinery for arbitration never became operative. The correspondence and conduct of the parties also did not create a binding arbitration agreement.

Conclusion: No arbitration agreement existed between the appellant and the second respondent.

Issue (iii): Whether the respondents were estopped from denying the arbitration agreement because of their counsel's telex stating that they were in the process of jointly appointing an arbitrator

Analysis: A mistaken or tentative statement by counsel could not create jurisdiction where none existed. Acquiescence or acceptance of arbitral steps does not confer an arbitration agreement or prevent a party from later challenging arbitrability before the court under the Foreign Awards Act. The existence and validity of the arbitration agreement had to be decided by the court itself.

Conclusion: The respondents were not estopped from denying the existence of an arbitration agreement.

Final Conclusion: The judgment below was upheld because the documents and correspondence did not disclose any enforceable agreement to arbitrate, and the appeal failed on all issues.

Ratio Decidendi: A clause governing a future purchase order does not become an operative arbitration agreement unless a binding purchase order or equivalent concluded contract actually comes into existence, and acquiescence cannot create arbitral jurisdiction in the absence of such agreement.

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