The Court of Appeal affirmed the first-instance decision denying a stay of the court proceedings commenced by VME. The Court held that MTC could not rely on the arbitration clause in the engineering contract between VME and a MTC subsidiary – to which MTC was not a party – because the arbitration at clause was not incorporated by reference in the Letter of Undertaking that MTC had signed with VME, whereby it assumed all the subsidiary’s payment obligations under the engineering contract. The Letter of Undertaking merely mentioned the engineering contract for contextual purposes.