2. The appeal raises a significant question for our consideration, namely, whether, where parties structure a single transaction through several interconnected instruments, an arbitration clause contained in one instrument can bind a party through another instrument, expressly integrated with it but not itself containing an arbitration clause?

20. A Constitution Bench of this Court in Cox and Kings Limited (supra) held that the definition of “parties” under Section 2(1)(h) read with Section 7 of the 1996 Act includes both the signatory as well as non-signatory parties; and conduct of the non-signatory parties could be an indicator of their consent to be bound by the arbitration agreement. The Constitution Bench noted Article 4.3 of the UNIDROIT Principles of International Commercial Contracts, 2016, which provides that the subjective intention of the parties could be ascertained by having regard to the following circumstances: (a) preliminary negotiations between the parties; (b) practices which the parties have established between themselves; (c) the conduct of the parties subsequent to the conclusion of the contract; (d) the nature and purpose of the contract; (e) the meaning commonly given to terms and expressions in the trade concerned; and (f) usages. It was further held that the requirement of a written arbitration agreement under Section 7 of the 1996 Act does not exclude the possibility of binding non-signatory parties. It was further held that in case of a composite transaction involving multiple agreements, it would be incumbent for the courts and tribunals to assess whether the agreements are consequential or in the nature of a follow-up to, the principal agreement

29. For the foregoing reasons, we hold that the arbitration clause contained in Clause 11.2 of the Loan Agreements stands incorporated, within the meaning of Section 7(5) of the 1996 Act, into the Personal Guarantees dated 27.12.2016 and 18.08.2017 executed by respondent no. 2, who is accordingly bound to submit to arbitration in respect of disputes arising therefrom.