Acceptance must be absolute

Related judgements & precedents

These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.

1. Trimex International Fze Ltd. Dubai vs Vedanta Aluminium Limited, India

   Supreme Court of India 22 Jan 2010 Binding (SC) - Landmark Precedent Reportable Unreported

   Court's Decision & Legal Precedent

   When parties exchange emails containing a commercial offer with an arbitration clause and the offeree sends an email with clear, unconditional language accepting the material terms of the offer ('we confirm the deal for 5 shipments'), a valid and binding contract comes into existence at the moment the acceptance email comes to the knowledge of the proposer, even without execution of a formal signed agreement. The arbitration clause contained in the original commercial offer becomes an integral part of this binding contract. An arbitration agreement can be inferred from exchange of emails, correspondence, and other means of telecommunication providing a record of agreement, in accordance with Section 7 of the Arbitration and Conciliation Act, 1996. The doctrine of autonomy of will requires courts to uphold parties' intention to arbitrate and not to defeat such intention by insisting on formalities such as signatures and formal execution when the parties' agreement is otherwise clearly demonstrated through email correspondence. Therefore, upon proof of a validly concluded contract containing an arbitration clause, the court is obligated to appoint an arbitrator in accordance with Section 11(6) of the Arbitration and Conciliation Act, 1996, without delving into the merits of the underlying dispute.

   On this section: Applied to establish that acceptance must be absolute and unconditional. Court found that Vedanta's unconditional email 'We confirm the deal for 5 shipments' satisfied this requirement, overcoming conditional acceptance with termination clause

   Read the full order on eCourts India

The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.