In Brief
Glencore International AG, a Swiss commodity trader, and Shree Ganesh Metals, an Indian zinc alloy manufacturer, had a long-standing commercial relationship. For a fifth zinc supply contract, while Glencore sent a signed draft incorporating modifications suggested by Shree Ganesh via email, Shree Ganesh never signed it. Shree Ganesh nonetheless accepted partial delivery (2,000 metric tons), issued standby letters of credit referencing the contract, and exchanged emails confirming performance. When disputes arose, Shree Ganesh sued challenging the letter of credit invocation. Glencore sought arbitration citing the contract's arbitration clause. The Delhi High Court rejected this, holding no binding contract existed without Shree Ganesh's signature. The Supreme Court reversed, holding that an arbitration agreement need not be signed if in writing and the parties' conduct and documented communications demonstrate consensus. Since Shree Ganesh's actions—partial performance, letters of credit, and email confirmations—clearly showed acceptance, the arbitration clause was enforceable. The Court allowed the appeal and restored the reference to arbitration.
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