Intention of the parties establishes the validity of an arbitration agreement; absence of signatures does not invalidate the contract if the intention is clear, minimizing judicial intervention under the Arbitration and Conciliation Act.

JUDGMENT :

C. PRATHEEP KUMAR, J.

1. The plaintiff who filed an anti-international arbitration suit as OS 108 of 2024, before the Additional Sub Court, Kollam, is the appellant herein. (For the purpose of convenience, the parties are hereafter referred to, as per their rank before the trial court.).

2. FACTS OF THE CASE:- The plaintiff is a company incorporated under the Indian Companies Act, having its registered office at Kollam. The 1^st defendant is a Private Limited company, having registered office at London, UK. The 2^nd defendant is the authorized agent and broker of the 1^st defendant, acting on behalf of the 1^st defendant. The plaintiff company is engaged in the business of cashew processing and exports. The 1^st defendant company is engaged in the business of supplying various types of nuts to processors, packers and wholesalers. The 2^nd defendant claiming to be the authorized agent of the 1^st defendant, approached the plaintiff for the purchase of Indian American Standard Current crop whole 320 cashew kernels, and a deal was negotiated and confirmed by the 2^nd defendant on behalf of the 1^st defendant at Kollam. Accordingly, on 10.04.2024, the 2^nd defendant on behalf of the 1^st defendant, had given a confirmation letter regarding the deal for sale of Indian American Standard Current crop, whole 320 cashew kernel, one full container load containing about 700 cartons for price USD 2.86 per 1b with the shipment period May 2024. The mode of payment was fixed by cash against the document on presentation. On the same day, another deal was also confirmed at Kollam, on same terms, with the shipment period June, 2024. In both the deals, there was specific understanding to execute a proper contract, containing all the details such as price, advance payment if any, disputes, redressal clauses etc. But after issuing the confirmation letters (Ext.A2 and A3), no such contract was executed between the parties. Since the entire transaction was held in Kollam and the confirmation letter was also signed and delivered at Kollam, in case of any dispute with regard to the above deal, the courts at Kollam alone have jurisdiction. After the confirmation letter, the price of raw cashew nuts in international markets skyrocketed, for no fault of the plaintiff. The raw cashew nuts expected by the plaintiff from overseas were not delivered by the overseas shipper because they had backed out from the same due to sudden and huge price inflation. Therefore, the plaintiff was unable to fulfill the agreed terms in the confirmation letter, due to a force majeure event. Since the confirmation letter issued by the 2^nd defendant was not signed by the plaintiff and no payment was received by the plaintiff, it is only an offer and has not yet evolved into an enforceable and binding contract between the parties. The confirmation letter also lacks clarity concerning arbitration clause, including the selection of arbitrators, mode of arbitration and other essential details. Therefore, the defendant has no right or authority to unilaterally pursue the arbitration proceedings against the plaintiff.

3. According to the plaintiff, on 12.7.2024 the defendants sent Ext.A4, an email to the plaintiff demanding performance of the conten