“Body & Soul” of Arbitration Clause Incorporated in later Agreement

Clause 36 of 2011 Development Agreement of the appellant with the respondent no.1 society provided that the parties shall appoint sole Arbitrator and the arbitration shall be conducted as per AA.

In 2023 and 2024, the appellant had separate PAA Agreements with the society and its members.

Clause 14 of these PAA Agreements provided as follows:-

“….the terms and conditions of the Development Agreement dated 04/07/2012 shall be construed to form a part of these presents and all the clauses of the same shall be binding on the parties.”

In 2025, the appellant invoked clause 36 arbitration of the DA by section 21 notice.  The respondents-members refused arbitration on the ground that they had approached the Consumer Forum.

As a result, the appellant filed section 11 petition.  The High Court rejected the said application on the ground that on the ground that mere reference to earlier document in the later one is not adequate to incorporate arbitration clause in the latter.

This was, thus, not a case of mere reference to an earlier agreement but a case where the parties to the later contract clearly intended to import the Development Agreement, body and soul, into the later agreements. Therefore, there can be no doubt as to the incorporation of Clause 36 of the Development Agreement, i.e., the arbitration clause, into the Permanent Alternate Accommodation Agreements.

 Judgment dated 13.5.2026 of the Supreme Court of India in SLP (Civil) Nos.38407-38411 of 2025 of Hirani Developers Vs.  Nehru Nagar Samruddhi CHS Ltd and another ETC.