Rukmanibai Gupta v Collector, Jabalpur

Facts

• A contract between parties referred to general conditions contained in a separate document
• The separate document contained an arbitration clause
• One party denied the existence of an arbitration agreement arguing they never signed the document containing the clause
• The question was whether reference incorporation is sufficient

Issue

1. Whether an arbitration clause contained in one document can be incorporated into another contract by mere reference to that document.

Held

• Reference incorporation is valid under S.7(5) of the 1996 Act (and under general contract law).
• If a contract specifically refers to another document containing an arbitration clause and makes it a part of the contract, the arbitration clause stands incorporated.
• The reference must be sufficiently specific to indicate intention to incorporate the arbitration clause.
• A general reference to "terms and conditions" in another document is sufficient if it makes those terms part of the contract.

Ratio Decidendi

An arbitration clause can be incorporated by reference. The test is whether the reference in the contract makes the document containing the arbitration clause a part of the contract. If yes, the clause is incorporated as if it were written in the contract itself.