Supreme Court: a related 'mother agreement's' arbitration clause doesn't override a later pact's own clause

Deciding two connected Section 11 petitions under the Arbitration and Conciliation Act, 1996, the Supreme Court appointed an arbitrator in a dispute between an Indian water-treatment company and its South Korean technology partner, despite the existence of three separate agreements between them with three different arbitration clauses — one providing for arbitration in Mumbai under Indian law, another also in Mumbai, and a third, in an earlier 'licence agreement', for arbitration in Seoul under Korean law. The respondents argued that the licence agreement was the 'mother agreement' from which the later joint-venture and MoU sprang, so its Seoul arbitration clause should govern. The Court disagreed: Section 11(6-A) confines a referral court's inquiry to the prima facie existence of an arbitration agreement, per the Constitution Bench ruling In re: Interplay Between Arbitration Agreements and the Indian Stamp Act.

Since the three agreements operated in different fields and each contained an entire-agreement clause superseding prior agreements on its subject matter, the later clauses governed disputes arising under them; any overlap with the licence agreement was for the arbitrator, not the referral court, to decide. The objection that a non-signatory subsidiary was not bound by the clause was similarly left for the arbitral tribunal. A retired Chief Justice of the Bombay High Court was appointed sole arbitrator.