Introduction
The recent ruling of the Calcutta High Court in R.P. Infosystems Private Limited vs. Redington (India) Limited ¹ offers a comprehensive analysis of the nuances in arbitration agreements within commercial contracts, specifically addressing the validity and enforceability of arbitration clauses contained in invoices.

Background of the Case
The dispute between R.P. Infosystems Private Limited (Petitioner) and Redington (India) Limited (Respondent) centered on the enforceability of an arbitration clause included in commercial invoices, raising key questions about jurisdiction and the elements constituting a valid arbitration agreement.

Key Legal Issues and Court's Analysis
The court delved into the following crucial issues:

1. Determining what constitutes a valid arbitration agreement under Section 7 of the Arbitration and Conciliation Act, 1996.
2. Assessing whether the court in Calcutta had territorial jurisdiction to entertain the application under Section 34 of the Act, given the exclusive jurisdiction clause favoring Chennai courts in the invoices.

The judgment meticulously examines the essential attributes of a valid arbitration agreement, emphasizing the principles of party autonomy in arbitration and the significance of the parties' conduct in establishing the existence of an arbitration agreement.

Conclusion and Ratio Decidendi
The court upheld the arbitration clause in the invoices as valid, establishing that the intent to arbitrate and consensus ad idem are fundamental to the validity of an arbitration agreement. It concluded that the exclusive jurisdiction clause in the invoices takes precedence over general jurisdiction clauses, granting exclusive jurisdiction to certain courts. The court also held that for an arbitration clause printed on a tax invoice/sales receipt, etc. to be considered, the following conditions must be met:

1. Terms and conditions contained in an invoice, including the arbitration clause, must be displayed in a prominent and intelligible format. If the said terms and conditions, including the arbitration clause, are printed on the overleaf of the invoice/sales receipt, there must be a declaration to that effect on front of the invoice/sales receipt.
2. The buyer, or the person receiving the tax invoice/sales receipt must explicitly consent to the arbitration clause. In case of any disagreement with the arbitration clause contained in the tax invoice/sales receipt, the buyer or the person receiving it must register their protest with the seller within a reasonable period of time.
3. If the buyer accepts the delivery of goods based on a tax invoice/sales receipt, without registering any protest against the arbitration clause contained within such a tax invoice/sales receipt within a reasonable period of time, then it could be inferred that the buyer has consented to the arbitration clause contained in the tax invoice/sales receipt.
4. In a case, where the invoice/sales receipt containing the arbitration clause does not bear the signature of the buyer, consent can also be gauged from the fact whether or not the parties have acted on such invoices or not. If the answer to said question is in the affirmative, then parties will be bound by terms and conditions contained in the invoice/sales receipt.

By - Chaitanyaa Bhandarkar