From Conversation to Contract: Legal Recognition of Whatsapp and Email-based Arbitration Agreements

On July 1, 2025, in the case of Belvedere Resources DMCC v. OCL Iron and Steel Ltd & Ors, the Delhi High Court ("Court") considered the validity of arbitration agreements formed over WhatsApp and other forms of electronic communication. Upon considering the facts of the case, Justice Jasmeet Singh ruled that consistent email and WhatsApp exchanges between the parties would constitute a valid arbitration agreement under Section 7(4)(b) of the Arbitration and Conciliation Act 1996 ("Act").

Belvedere Resources DMCC ("petitioner") is a company incorporated in the UAE and provides bespoke services to its clients, including the selling of coal. On September 30, 2022, a representative of SM Niryat Pvt. Ltd. ("SMN") reached out to the petitioner over WhatsApp, requesting the petitioner to make an offer for sale of a cargo of coal for the month of November 2022. In response to this request, the petitioner conveyed the prices and quantities of the same. Further discussions took place over WhatsApp, and on October 1, 2022, SMN conveyed its acceptance of the offer through a WhatsApp message.

In order to formalize the deal, the petitioner sent SMN an email on October 13, 2022, sharing the Standard Coal Trading Agreement ("Agreement"), which incorporated all the important terms of the contract, including quantity, shipping and dispute resolution. The parties thereafter engaged in a series of email and WhatsApp exchanges wherein they discussed the performing vessel, the estimated time of arrival of the vessel at the load port and negotiated amendments to the Transaction Summary ("TS") shared by the petitioner. On October 31, 2022, SMN accepted the petitioner's amendments to the TS and requested the petitioner to share the final contract. This contract was shared on November 2, 2022, with a request for an update on the status of payment by SMN against the proforma invoice, as the payment for the same was delayed by four days. Despite following up several times, SMN did not share the duly signed and executed Agreement. On November 10, 2022, the vessel reached the load port in accordance with the terms of the Agreement. Thereafter, on November 15, 2022, SMN sent an email to the petitioner to cancel the arrangement. Aggrieved by the cancellation notice, the petitioner approached the Singapore International Arbitration Centre on June 14, 2024, seeking damages from SMN for wrongful termination. Upon initiation of the arbitration proceedings, the petitioners were informed that SMN had ceased to exist following its amalgamation with OCL Iron and Steel Ltd ("respondent").

The petition before the Court was filed under Section 9 of the Act, seeking a grant of temporary injunction and the attachment of assets of the respondent. The query before the Court, amongst others, was whether the documents and correspondence between the parties show the existence of a valid arbitration agreement.

The petitioner contended that both parties were in concurrence on all terms of the contract, and the same was only pending formal execution by SMN. The notice of cancellation submitted by SMN was not only a repudiation of the contract, but an admission of its existence. The respondents contended that in the absence of a binding, valid and concluded agreement, the petitioners could not seek remedies under the arbitration agreement contained in the TS.

Under Section 7(4)(b) of the Act, an arbitration agreement is in writing if it is contained in "an exchange of letters, telex, telegrams or other means of telecommunication [including communication through electronic means] which provide a record of the agreement." The Court opined that a perusal of the email and WhatsApp communications between SMN and the petitioner clearly shows that the petitioner had duly forwarded the Agreement. In addition to the above, SMN had assured the petitioner vide emails that the Agreement will be sent after being signed and stamped. Consequently, the communication between the parties clearly shows the existence of an arbitration agreement as contained in the exchange of emails and WhatsApp messages, and the communication between the parties provides a record for the agreement. On considering the requirement for an executed contract between the parties, the Court opined that "A perusal of Section 7(4)(b) of the Act reveals that it is not necessary for a concluded contract to be in existence for a valid arbitration agreement to be existing between the parties, The arbitration agreement must form part of the documents/ communication exchange between the parties."

The Court referred to the case of Cox & Kings Ltd. v. SAP India (P) Ltd., wherein the Supreme Court observed that "Section 7(4)(b) dispenses with the conventional sense of an agreement as a document with signatories. Rather; it emphasizes on the manifestation of the consent of persons or entities through their actions of exchanging documents. However, the important aspect of the said provision lies in the fact that the parties should be able to record their agreement through a documentary record of evidence." In accordance with the facts and circumstances of the case, the Court observed that there was a clear documentary record of the agreement between the parties through their WhatsApp and email exchanges and ruled that the exchanges between the parties would constitute a valid arbitration agreement.

The Court's reasoning in this case extends the principles of contract formation, holding that WhatsApp messages and emails, amongst other forms of digital communication, can cumulatively establish a binding arbitration agreement, provided that the communication can establish the substance and the mutuality of consent. In ruling that the existence of an arbitration agreement would be determined on the examination of the facts surrounding the same, there is a risk of the courts finding that informal digital exchanges could constitute binding legal obligations.

Following this decision, it is essential to underscore the legal risk of engaging in informal negotiations via digital exchanges. Parties should take care in reviewing negotiation and documentation practices and consider instituting a reservation of rights pending the formal execution of any contract or agreement.

About the authors: Vrinda Patodia is a Partner and Priyanka Narayanan is a Senior Associate at Obhan & Associates.

Disclaimer: The opinions expressed in this article are those of the author(s). The opinions presented do not necessarily reflect the views of Bar & Bench.

If you would like your Deals, Columns, Press Releases to be published on Bar & Bench, please fill in the form available here.