Cross-border collaborations rarely live in one document. A technology licence here, a joint venture there, a project MoU later — each with its own dispute clause — and when the relationship sours, the first fight is about which clause governs. In Shubham Equipment Private Limited v. Rothwell Water Company Limited (Arbitration Petition (Civil) No. 7 of 2025 with No. 8 of 2025, 2026 INSC 1098, decided 8 October 2026), the Supreme Court held that the referral court’s job under Section 11 of the Arbitration and Conciliation Act, 1996 ends at the prima facie existence of an arbitration agreement: once the JVA and MoU were shown to contain their own clauses, the disputes went to an arbitrator, and every heavier question went with them.
The contractual stack
The Indian company and its Korean counterpart built their relationship in three layers. A Technical Collaboration Licence Agreement of January 2019 covered wastewater treatment technology, with arbitration in Seoul under Korean law. A Joint Venture Agreement of October 2021 created an Indian joint venture company, with arbitration in Mumbai under Indian law. A Memorandum of Understanding of February 2023 engaged the Indian side for liaison and logistics services on a Mumbai municipal project, again with Mumbai arbitration.
When the Indian company alleged breach of the JVA’s non-compete covenant — through the incorporation of a wholly owned Indian subsidiary — and claimed about Rs. 4.24 crore under the MoU along with Rs. 20 crore in business losses, it invoked the JVA and MoU clauses. The respondents answered that the disputes were really tied to the Licence Agreement, whose Korean clause should prevail; that a Korean arbitration was already afoot; that the subsidiary was a non-signatory; and that the agreed amicable settlement procedure had been skipped.
What the Court held
Threshold only
Section 11(6-A) restricts the referral inquiry to the prima facie existence of the arbitration agreement. Both sides accepted the JVA and MoU, and their clauses, exist — that settled the referral.
Different fields
Prima facie, the three agreements operate in different fields. The JVA’s and MoU’s own clauses — fortified by their supersession provisions — govern disputes arising solely under them.
Overlap to the tribunal
Whether particular claims actually belong to the Korean-seated licence arbitration is a question of the arbitrator’s jurisdiction, not a ground to refuse appointment.
Non-signatory to the tribunal
Whether the wholly owned subsidiary is bound was held contentious and left to the arbitrator — the referral court does not resolve group-of-companies questions at the gate.
The appointment
Allowing both arbitration petitions, the Bench of Chief Justice Surya Kant and Justices Joymalya Bagchi and V. Mohana appointed a former Chief Justice of the Bombay High Court as sole arbitrator for the JVA and MoU disputes, with liberty to fix his own fees and no order as to costs.
Why it matters for contract drafters and litigators
For drafters, the case is a caution against dispute-resolution patchworks. Three agreements with three clauses, two seats and two governing laws guarantee a threshold fight before any merits are reached. Where a relationship is layered, the later documents should either adopt a single dispute-resolution architecture or state with precision which clause captures which disputes — the supersession clauses in the JVA and MoU did real work here.
For litigators resisting referral, the message is bleaker: objections built on overlap, non-signatories or skipped pre-arbitral steps will rarely stop a Section 11 petition. The realistic strategy is to preserve those objections for the tribunal under Section 16, where they can be developed on evidence rather than compressed into a threshold hearing.
The judgment continues the Supreme Court’s steady narrowing of the referral stage: show a prima facie arbitration agreement, and the parties go to arbitration; everything else — scope, overlap, parties, procedure — is argued before the arbitrator, not instead of one.
Frequently Asked Questions
What is the scope of a Section 11 inquiry after the 2015 amendment?
Section 11(6-A) confines the referral court to a prima facie examination of the existence of an arbitration agreement. Questions of arbitrability, overlap between contracts, limitation and the binding of non-signatories are, in the first instance, for the arbitral tribunal under the kompetenz-kompetenz principle.
How did the Court deal with three agreements with different arbitration clauses?
It found, prima facie, that the Licence Agreement (Seoul-seated, Korean law), the JVA and the MoU (both Mumbai-seated) operate in different fields. Disputes arising solely under the JVA and MoU are governed by their own clauses, reinforced by supersession provisions in those documents, and not by the Licence Agreement’s Korean clause.
What happens to the argument that claims overlap across the contracts?
The Court treated overlapping claims as a question of the arbitrator’s jurisdiction, not a bar to referral at the threshold. The scope of arbitrable disputes — including whether a claim really arises under the licence rather than the JVA or MoU — is for the tribunal to decide.
Can a non-signatory subsidiary be dragged into the arbitration?
That question was expressly left to the arbitrator. The subsidiary was wholly owned by the respondent and allegedly incorporated in breach of the JVA’s non-compete covenant, making its position contentious — precisely the kind of mixed fact-law question the referral court does not decide.