In arbitration, a claim founded on a disputed contract cannot survive unless the contract itself is first proved. The Delhi High Court’s decision in Galaxy Infra and Engineering Pvt. Ltd. v. Pravin Electricals Pvt. Ltd. reaffirms that principle with clarity and commercial realism.
Introduction
The decision of the Delhi High Court in Galaxy Infra and Engineering Pvt. Ltd. v. Pravin Electricals Pvt. Ltd., decided on 11.03.2026, is an important ruling on contract formation, proof of execution, arbitral jurisdiction and the narrow limits of challenge under Section 34 of the Arbitration and Conciliation Act, 1996. The judgment underscores a basic but often neglected truth of commercial litigation: where the very agreement containing the arbitration clause is not proved to have been executed, the arbitral claim may fail at the threshold itself.
The case is especially relevant to judges, arbitrators and practitioners because it does not merely concern appreciation of signatures or forensic doubt. It concerns the evidentiary burden resting on a party that seeks to enforce rights under a written contract, the effect of suspicious circumstances surrounding execution, the legal impact of defective notarisation, and the extent to which a court can revisit such findings in proceedings under Section 34.Facts in brief
Galaxy Infra and Engineering Pvt. Ltd., the petitioner, claimed that it had rendered consultancy services to Pravin Electricals Pvt. Ltd. in connection with an SBPDCL power distribution tender in Bihar and that the parties had entered into a Consultancy Agreement dated 07.07.2014. According to the petitioner, the agreement contained terms regarding consultancy fees and also an arbitration clause.
Pravin Electricals denied having executed the Consultancy Agreement and specifically disputed the genuineness of the signatures of its representative, Mr. M.G. Stephen, appearing on that document. The controversy, therefore, was not merely whether payment was due, but whether the contract itself had ever come into existence between the parties.
The dispute had earlier reached the Supreme Court in proceedings arising from appointment of an arbitrator. The Supreme Court clarified that the issue whether an arbitration agreement existed had not been conclusively determined at the Section 11 stage and directed that the arbitral tribunal should decide that issue as a preliminary matter. Thereafter, the Sole Arbitrator examined the issue and held that the Consultancy Agreement was not proved to have been executed and that the claimant’s alternative plea based on later correspondence could not succeed.
Findings of the arbitrator
The arbitral award rested on a cumulative assessment of surrounding circumstances. The arbitrator noted that the alleged Consultancy Agreement was notarised at Faridabad even though the parties were based in Bihar and Mumbai, and the petitioner’s own managing director admitted that no negotiations had taken place in Faridabad. The arbitrator further found that the notary’s licence had expired and that neither the notary nor the attesting witnesses to the document were examined by the petitioner.
Another important circumstance was the documentary correspondence exchanged after the alleged date of execution. The record showed that on 15.07.2014, 22.07.2014 and 25.07.2014, draft agreements were still being circulated between the parties, and the email dated 25.07.2014 attached a “final consultancy agreement” while asking whether it was “in order.” These communications were treated as inconsistent with the petitioner’s case that a concluded written contract had already been executed on 07.07.2014.
The CFSL report on signature comparison was inconclusive. The arbitrator did not treat that report as proving the petitioner’s case and instead considered it neutral material which did not overcome the claimant’s failure to prove execution by independent and reliable evidence.
The petitioner also raised an alternative plea that even if the Consultancy Agreement itself was not proved, an independent arbitration agreement had emerged through later email correspondence. The arbitrator rejected that plea as inconsistent with the main case and also found on merits that the correspondence reflected ongoing negotiations rather than a concluded agreement.
Decision of the High Court
The Delhi High Court, while considering the challenge under Section 34, upheld the arbitral award and dismissed the petition. The Court held that the initial burden of proving execution of the Consultancy Agreement lay on the petitioner and that this burden had not been discharged.
The High Court rejected the submission that mere production of the signed agreement constituted prima facie proof sufficient to shift the entire burden onto the respondent to prove forgery. In the circumstances of the case, especially where execution was specifically denied and the surrounding evidence cast doubt on the authenticity of the document, the claimant was required to prove due execution through cogent material.
The Court also agreed with the arbitrator that the post-dated email correspondence did not support the petitioner’s case. On the contrary, the continued circulation of drafts after the alleged date of execution undermined the theory that a concluded agreement already existed on 07.07.2014
As regards the alternative plea based on correspondence, the High Court held that the arbitrator was justified in treating it as inconsistent with the petitioner’s primary stand and, in any event, the correspondence did not disclose a concluded arbitration agreement. The Court further held that there was no violation of the Supreme Court’s earlier directions and that the arbitrator had properly decided the jurisdictional issue.
On the broader standard of review, the High Court reiterated that the jurisdiction under Section 34 is supervisory and extremely limited. The court does not sit in appeal over the arbitral award, cannot reappreciate evidence, and if the arbitrator’s view is a plausible one on the material on record, the award cannot be interfered with merely because another view might also be possible.
Law point decided
The principal law point emerging from the judgment is that where a party invokes arbitration on the basis of a specific written contract and the execution of that contract is specifically denied, the initial burden lies on the party relying on the contract to prove that it was duly executed. The claimant cannot succeed merely by producing a document bearing signatures if the surrounding circumstances, contemporaneous conduct and evidentiary gaps cast serious doubt on its authenticity.
The second important principle is that in such a case, proof of the contract and proof of arbitral jurisdiction may become closely intertwined. Where the arbitration clause is embedded in the very document whose execution is disputed, the tribunal’s jurisdiction cannot be assumed independently of proof of that instrument.
The third principle reaffirmed by the High Court concerns Section 34. A court examining an arbitral award cannot reopen factual findings merely because the losing party seeks a different reading of the record. If the arbitrator’s conclusion is based on relevant material and is a plausible one, no case of patent illegality, perversity or conflict with public policy is made out.
Effect of expired notarial licence
A notable feature of the case is the reliance placed on the fact that the alleged Consultancy Agreement had been notarised by a notary whose licence had expired. This aspect requires careful legal formulation.
An expired notarial licence does not, by itself, automatically render the underlying contract void. In ordinary contractual law, notarisation is generally evidentiary and authenticatory in character; it is not usually the source of the contract’s legal validity. If a contract is otherwise proved to have been validly executed by competent parties, defective notarisation does not by itself nullify the agreement.
However, where execution of the contract itself is specifically denied, the evidentiary value of notarisation assumes importance. In such a situation, notarisation is relied upon as a circumstance supporting authenticity, proper execution and identification of the executants. If that notarisation is shown to have been performed by a notary whose licence had expired, the evidentiary assurance normally associated with notarisation stands seriously weakened.
That is the correct way to understand the present judgment. The arbitrator and the High Court did not hold that the Consultancy Agreement became void solely because the notary’s licence had expired. Rather, the expiry of the licence was treated as one significant suspicious circumstance, to be read together with the unusual place of notarisation, the failure to examine the notary and attesting witnesses, and the subsequent email exchanges showing continued circulation of drafts. Thus, the expired notarial licence did not independently invalidate the contract; it materially weakened the claimant’s attempt to prove that the document was genuinely executed.
This distinction is important for judicial and professional accuracy. The proper legal proposition is not that defective notarisation destroys contractual validity in all cases, but that in a case of disputed execution, such a defect may seriously impair the evidentiary credibility of the document.
Alternative plea based on correspondence
The petitioner’s fallback argument was that an independent arbitration agreement arose from subsequent email exchanges. The High Court rejected this plea and endorsed the arbitrator’s conclusion that the correspondence did not establish a concluded agreement.
This part of the judgment should not be read too broadly. The law does recognise that an arbitration agreement may, in principle, be evidenced by exchange of letters, emails or other written communications and need not always be contained in a formally signed contract. Yet in the present case, the correspondence relied upon by the petitioner did not reveal final consensus; instead, it indicated that drafts were still under consideration and approval.
Therefore, the real reason why the fallback plea failed was not merely formal inconsistency in pleading. It failed because the material relied upon for that plea actually demonstrated continuing negotiation rather than consensus ad idem. The judgment thus remains consistent with established arbitration law while rejecting an argument unsupported by the factual record.
Critical analysis
The judgment deserves approval for its disciplined approach to both evidence and arbitral review. It correctly places the focus on proof of execution rather than on broad allegations of forgery in the abstract. The claimant failed not because a forensic report conclusively established forgery, but because the totality of evidence did not satisfactorily prove that the contract had in fact been executed.
The decision is also significant because it demonstrates how post-contract conduct may become decisive in determining whether a contract was ever finalised. When emails sent after the alleged date of execution continue to circulate draft versions and seek approval of a “final” draft, such correspondence may destroy the assertion that the agreement had already been completed on the earlier date. In modern commercial disputes, contemporaneous electronic correspondence often speaks more convincingly than the face of the disputed document itself.
The ruling further illustrates that the doctrine of Kompetenz-Kompetenz has limits. The power of the arbitral tribunal to rule on its own jurisdiction cannot be stretched into a roving inquiry to invent jurisdiction where the very contract relied upon as the source of jurisdiction is not proved. Arbitral autonomy presupposes demonstrable consent; it cannot substitute for it.
A limited qualification may, however, be noted. The judgment’s description of the petitioner’s alternative plea as inconsistent should not be converted into a general proposition that alternative pleas are impermissible in arbitration. Alternative legal pleas may well be available in an appropriate case. What defeated the petitioner here was that the alternative case was not only inconsistent with the main case but also unsupported by the correspondence on merits.
Practical lessons
The case offers practical guidance of immediate value to commercial parties and practitioners.
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Execution formalities must be treated seriously; signatures, witness support, authority of signatories, place of execution and the authenticity of notarisation may later become decisive.
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Defective notarisation, including notarisation by a notary with an expired licence, does not automatically void a contract, but it can fatally weaken proof where execution is disputed.
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Subsequent email correspondence must be consistent with the pleaded case; if it shows continued circulation of drafts, it may undermine the assertion of a concluded contract.
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Invoices and commercial records should reflect the same contractual structure that is later pleaded in litigation or arbitration.
A Section 34 petition is not a forum for a fresh trial on facts; unless the award suffers from patent illegality, perversity or conflict with public policy, judicial interference is unwarranted.
Conclusion
The Delhi High Court’s decision in Galaxy Infra is a valuable reaffirmation of first principles in arbitration law. A party that founds its claim on a written contract must prove that the contract exists; if it fails to do so, the arbitral claim cannot succeed. The case also clarifies an important ancillary point: an expired notarial licence does not by itself invalidate a contract, but in a dispute over execution it may become a powerful circumstance undermining the evidentiary worth of the document.
Ultimately, the judgment demonstrates that in commercial arbitration, documentation discipline is not a matter of technical form. It is often the very foundation of jurisdiction, liability and relief.
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