Agreement of Reference explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
An arbitration clause in a contract deals with disputes that may arise. A submission agreement, also called an agreement of reference, deals with a dispute that has already arisen. The parties agree to refer it to a named arbitrator and fix the points to be decided, the procedure and the time. This article gives a specimen for a sole arbitrator and explains the provisions of the Arbitration and Conciliation Act, 1996 that shape it.
The parties name the arbitrator, define the disputes referred, state the procedure and timeline, and sign a written agreement. An arbitration agreement must be in writing (section 7(3)), and the number of arbitrators must not be even (section 10(1)); a sole arbitrator is the default if the parties do not decide (section 10(2)). The arbitrator must disclose, in writing, circumstances that may give rise to justifiable doubts about independence or impartiality (section 12).
When you need a submission agreement
You use one when:
- the parties have a dispute but no arbitration clause in their contract;
- the contract has a clause that is unclear or incomplete and the parties want to settle the forum, the arbitrator and the scope now;
- the parties want a speedy, private resolution of a defined set of disputes by a person they trust.
A reference to a sole arbitrator suits disputes of a manageable size, such as the management of a partnership business, a construction contract or a commercial supply. The agreement narrows the scope to the matters you list, which keeps the proceedings focused. For help structuring the arbitration, see our arbitration support service. If you are drafting a clause for the future, read our guide on arbitration clauses in commercial contracts and the specimen arbitration agreement with a common arbitrator.
Specimen agreement of reference
AGREEMENT OF REFERENCE TO A SOLE ARBITRATOR This Agreement is made on at BETWEEN , (the First Party) AND , (the Second Party). RECITALS A. The parties are parties to dated (the Contract) concerning . B. Disputes and differences have arisen between them concerning (the Disputes). C. , and the parties have agreed to refer the Disputes to the sole arbitration of the person named below under the Arbitration and Conciliation Act, 1996 (the Act). THE PARTIES AGREE AS FOLLOWS: 1. Arbitration agreement. The parties agree to submit the Disputes to arbitration. This Agreement is an arbitration agreement in writing for the purposes of the Act. 2. Sole arbitrator. The parties appoint , , as the sole arbitrator (the Arbitrator). 3. Disclosure. The Arbitrator has given the parties a written disclosure in the form required by the Act, a copy of which is annexed. The parties confirm that they have read it and have no objection to the appointment. The Arbitrator shall disclose in writing, without delay, any circumstance arising later that is of the kind required to be disclosed under the Act. 4. Scope. The Arbitrator shall decide the following points and any claim or counterclaim arising out of the Contract up to the date of this Agreement: (a) ; (b) ; (c) . The reference is confined to the Disputes and does not extend to . 5. Seat and venue. The seat of arbitration shall be . The sittings may be held at or by electronic means. 6. Language. The proceedings shall be conducted in . 7. Rules. The arbitration shall be conducted under the Act ]. 8. Procedure. The parties shall file their statements of claim and defence and the documents they rely on within the time the Arbitrator directs. The Arbitrator shall hear the parties in person or through advocates, and . The Arbitrator shall not make an interim award unless the parties agree. 9. Commencement. The proceedings commence on the date on which the request for referral is received by the respondent, or on the date of service of a copy of this Agreement on the Arbitrator, as the parties record here: . 10. Time for the award. The Arbitrator shall make the award within from , extendable by agreement of the parties and as the Act allows. 11. Fees and costs. The Arbitrator's fees shall be and shall be shared . The Arbitrator may direct payment of the costs of the arbitration by one party to the other as the Arbitrator thinks fit. 12. Award. The award shall be reasoned, in writing and binding on the parties, subject to the Act. 13. Governing law. This Agreement and the arbitration are governed by the laws of India and the Act. IN WITNESS WHEREOF the parties have signed this Agreement on the date first written above. Witnesses: 1. 2.
Clause-by-clause explanation
| Clause | What it does | Drafting tip |
|---|---|---|
| Recitals | State the contract, the dispute and the agreement to refer | Describe the dispute in neutral words |
| 1 Arbitration agreement | Makes the agreement a written arbitration agreement | Section 7 requires writing and a defined legal relationship |
| 2 Sole arbitrator | Names the arbitrator | Confirm his or her consent before signing |
| 3 Disclosure | Records the section 12 disclosure | Annex the disclosure |
| 4 Scope | Lists the questions to decide | Be specific; add "all other claims" only if intended |
| 5 and 6 Seat and language | Fixes the venue and language | The seat affects supervisory courts |
| 7 and 8 Rules and procedure | Sets the process | Match it to the size of the dispute |
| 9 Commencement | Fixes when proceedings begin | Section 21 allows the parties to agree otherwise |
| 10 Time for award | Sets a period | Align with section 29A |
| 11 Fees and costs | Shares the cost | State the fee basis in advance |
| 12 Award | Form and effect | Reasoned and in writing |
The law behind it
Section 7. An arbitration agreement is an agreement to submit to arbitration all or certain disputes which have arisen or may arise in respect of a defined legal relationship, contractual or not. It may be a clause in a contract or a separate agreement, and it must be in writing; writing includes a document signed by the parties or an exchange of letters or electronic communications that provide a record.
Section 10. The parties may determine the number of arbitrators, but the number must not be even; failing a determination, the tribunal consists of a sole arbitrator. See number of arbitrators and the power to amend the Fourth Schedule.
Section 11. A person of any nationality may be an arbitrator unless the parties agree otherwise, and the parties may agree on a procedure for appointment. Here the parties name the arbitrator themselves.
Section 12. A person approached as an arbitrator must disclose in writing circumstances likely to give rise to justifiable doubts as to independence or impartiality, and circumstances likely to affect his ability to devote sufficient time and complete the arbitration within twelve months. The duty continues throughout the proceedings. See grounds for challenge and disclosure by an arbitrator.
Section 21. Unless the parties agree otherwise, proceedings in respect of a particular dispute commence on the date the request for referral is received by the respondent. See commencement of arbitral proceedings.
Section 29A. In matters other than international commercial arbitration, the award shall be made within twelve months from the date of completion of pleadings under section 23(4); the parties may by consent extend the period for a further period not exceeding six months; if the award is not made within the period or the extended period, the arbitrator's mandate terminates unless the Court has extended the period. Plan the timetable accordingly.
Stamp duty, registration and execution
An arbitration agreement is an agreement in writing; whether stamp duty applies, and in what amount, is a matter for the Stamp Act and Schedule of the State where it is executed. See our guide to stamp duty on agreements and the State-wise overview. It is not ordinarily registered. Execution: both parties sign, the arbitrator's consent and disclosure are annexed, witnesses attest, and each party keeps an original. The arbitrator's fees are paid as agreed.
Common mistakes
- Failing to describe the disputes referred, so that the arbitrator's jurisdiction is argued about later.
- Naming an arbitrator without obtaining his or her consent and disclosure.
- Fixing an even number of arbitrators.
- Leaving the seat and language open.
- Setting a time for the award that ignores the statutory timetable.
- Silence on fees and costs.
- Not recording when the proceedings commence.
- Signing without a copy for each party.
Need help with an arbitration reference?
A submission agreement should be clear on scope, seat and timeline. Our arbitration support team drafts the agreement, prepares the disclosure form and supports the parties through the proceedings.
Key takeaways
- A submission agreement refers an existing dispute to a named arbitrator.
- It must be in writing; the number of arbitrators must not be even; a sole arbitrator is the default.
- The arbitrator must disclose in writing under section 12.
- Plan the award timeline around section 29A.
- State duty depends on the State; no amount is given here.
Read next
- Conciliation clause and agreement to conciliate: format
- Mediation agreement and mediation clause: format
- Arbitration clause draft for commercial contracts
- Specimen arbitration agreement with a common arbitrator
Disclaimer: This specimen is a general model for information. Every document must be adapted to its facts and to the law, rules and forms in force when it is signed or filed; stamp duty, registration and court fees depend on the State and the forum. This article is general information, not legal advice; check the official text before acting.