Arbitration agreement can be inferred from emails and conduct, and referral courts need only a prima facie view.

A binding arbitration agreement may be inferred from written communications and party conduct, even without a signed contract, where the record shows consensus on commercial terms and acceptance of the contractual arrangement. Here, the email exchange, the later contract incorporating the agreed terms and arbitration clause, and the respondent's conduct in accepting supply and issuing standby letters of credit referring to the contract number supported assent. At the referral stage, the court had to take only a prima facie view of the arbitration agreement's existence and was not to conduct a full trial on validity. The disputes were therefore liable to be referred to arbitration, and refusal to refer was incorrect.

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Issues: Whether a binding arbitration agreement existed between the parties so as to require reference of the disputes to arbitration under Section 45 of the Arbitration and Conciliation Act, 1996.

Analysis: The parties' email exchange showed consensus on the commercial terms for the 2016 contract, and the subsequently issued contract incorporated those agreed terms, including the arbitration clause. The conduct of the respondent in accepting supply, furnishing standby letters of credit with repeated reference to the contract number, and acting upon the contract established acceptance of the contractual arrangement notwithstanding the absence of its signature. An arbitration agreement may be inferred from written communications and need not necessarily be signed, provided the record shows agreement between the parties. At the referral stage, the court was required only to form a prima facie view on the existence of the arbitration agreement and not conduct a full trial on its validity.

Conclusion: A binding arbitration agreement existed, and the disputes were liable to be referred to arbitration. The refusal to refer the matter was incorrect.

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