When a Typo Becomes a Jurisdictional Problem

A seemingly minor drafting error can produce a rather significant arbitration question. In SARR Freights Corporation v Argo Coral Maritime Ltd., the Delhi High Court was asked to decide whether an arbitration agreement existed at all.

The parties’ earlier Fixture Recap referred to “English law and London arbitration”. The subsequently signed Booking Note, however, expressly incorporated only Clauses 20–41 of the attached riders. The arbitration clause was Clause 43. The respondent argued that “41” was simply a typographical error: the parties had plainly intended “43”, and the earlier Fixture Recap confirmed that intention.

The Court disagreed, and the reasoning is worth noticing. The Booking Note was the final signed agreement, expressly providing that its terms would prevail over previous arrangements. And the parties had not simply signed a standard form: they had actively amended and supplemented its special terms.

Most importantly, the Court drew a sharp line between interpreting a contract and correcting one. Under Indian law, once parties have reduced their agreement to a clear and unambiguous written instrument, prior correspondence cannot ordinarily be used to contradict, vary, add to or subtract from its terms.

The consequence here was striking: no Clause 43, no arbitration agreement — and therefore no arbitration. The Court ultimately granted an anti-arbitration injunction, restraining the LMAA proceedings.

We often treat the arbitration clause as the contractual equivalent of a “do not touch” provision. But its survival depends on something more basic: consent. And, sometimes, the difference between arbitration and no arbitration is just two digits.