Trimex International FZE Ltd v Vedanta Aluminium Ltd

• On 15 October 2007 Trimex (Dubai) sent Vedanta a commercial offer by e-mail to supply bauxite; the offer contained an arbitration clause
• After several e-mails agreeing the material terms, Vedanta conveyed acceptance by e-mail on 16 October 2007 for five shipments from Australia; an earlier conditional acceptance was replaced, at Trimex's request, by an unconditional one
• Trimex then fixed its own supply and on 17 October 2007 chartered a vessel; minutes of a meeting on 26 October 2007 acknowledged the acceptance
• A formal contract with a detailed arbitration clause, sent by Vedanta on 8 November 2007, was never signed by both sides; Vedanta later asked Trimex to hold the consignment and denied any concluded contract
• Trimex petitioned the Supreme Court under s.11(6) for appointment of an arbitrator

1. Whether a binding contract, including the arbitration clause, was concluded through the exchange of e-mails, when the formal contract was never signed.

• When the acceptance e-mail of 16 October 2007 reached Trimex, acceptance was complete under s.4 of the Contract Act, and it was absolute and unconditional as s.7 requires
• Once a contract is concluded orally or in writing, the mere fact that a formal contract has to be prepared and initialled does not affect the acceptance or its implementation, even if the formal contract is never initialled
• Trimex had made out a case for appointment of an arbitrator under Clause 6 of the purchase order of 15 October 2007; Justice B.N. Srikrishna (former Judge of the Supreme Court) was appointed, with Mumbai as the place of arbitration
• The Court expressed no view on the merits

An offer and an unconditional acceptance exchanged by e-mail conclude a binding contract under ss.4 and 7 of the Indian Contract Act, 1872, and an arbitration clause in the offer binds the parties, even though a formal contract that was to follow is never signed.