The Supreme Court of India, comprising a bench of Justice Manoj Misra and Justice Vijay Bishnoi, has ruled that where an arbitration clause designates two separate locations and the contract confers exclusive jurisdiction on courts at one of those places, that designated forum constitutes the juridical seat while the other serves merely as a venue. Setting aside an order of the Delhi High Court that had appointed a sole arbitrator under Section 11(6) of the Arbitration and Conciliation Act, 1996, the bench held that the Delhi High Court lacked jurisdiction to entertain the appointment petition because the juridical seat of arbitration was in Goa.
Background of the Dispute
The dispute arose out of a Franchise Agreement executed on August 3, 2023, between Arcis Clean Energy Pvt. Ltd. and Parshva Innovation.
Clause 32 of the Agreement governed arbitration and dispute resolution. While Clause 32.4 provided that “the precise location of the arbitration shall be within Delhi”, Clause 32.5 concurrently stipulated that “the arbitration proceedings will be held in Goa and the language to be used in the arbitral proceedings will be English.” Additionally, Clause 38, which governed governing law and jurisdiction, stated that the agreement would be construed in accordance with Indian laws and that the parties agreed to “submit to the exclusive jurisdiction of competent courts in Goa, India.”
Invoking the arbitration clause, the respondent issued a notice on March 25, 2025, proposing the name of a sole arbitrator. The appellant rejected this proposal on April 19, 2025. Consequently, the respondent approached the Delhi High Court under Section 11(6) of the Arbitration and Conciliation Act, 1996. On November 11, 2025, the Delhi High Court appointed an arbitrator and left it open for the arbitrator to determine the venue for hearings in consultation with the parties. The appellant subsequently appealed to the Supreme Court.
Submissions of the Parties
The appellant contended before the Supreme Court that the Delhi High Court lacked jurisdiction because the juridical seat of arbitration lay in Goa. It argued that Clause 32.4 was merely a venue provision, whereas Clause 32.5 read with Clause 38 conferred exclusive jurisdiction upon the courts in Goa, thereby fixing the juridical seat there. To substantiate its submissions, the appellant relied on Arif Azim Company Limited v. Micromax Informatics FZE, Indus Mobile Distribution Private Limited v. Datawind Innovations Private Limited, Swastik Gases (P) Ltd. v. Indian Oil Corporation Ltd., BGS SGS SOMA JV v. NHPC Limited, and Activitas Management Advisor Private Limited v. Mind Plus Healthcare Private Limited.
Conversely, the respondent argued that an arbitration clause is independent of the underlying substantive contract, meaning Clause 38 could not dictate the juridical seat. It was submitted that Clause 32 specifically designated Delhi as the location, and since Clause 32.4 preceded Clause 32.5, it should prevail over any subsequent provision. In support, the respondent cited Sasan Power Ltd. v. North American Coal Corporation (India) Pvt. Ltd., M/s. Cable Corporation of India Ltd. v. M/s. Jay Pee Sports International Ltd., Sunil Kumar Chandra v. Spire Techpark (P) Ltd., Ramkishorelal v. Kamal Narayan, Shree Bhowani Cotton Mills v. Union Textile Traders, and M/s Lyrus Life Sciences Pvt. Ltd. v. M/s Acme Generics LLP.
The Supreme Court’s Analysis
Addressing the distinction between “seat” and “venue”, the Supreme Court observed that under arbitration law, choosing a seat is akin to an exclusive jurisdiction clause that confers jurisdiction on courts where the seat is located, even if no cause of action arose there, as established in Indus Mobile Distribution Private Limited. Citing Swastik Gases (P) Ltd. and Brahmani River Pellets Ltd. v. Kamachi Industries Ltd., the bench reiterated that specifying jurisdiction at a particular forum impliedly excludes all other courts under the maxim expressio unius est exclusio alterius. The bench also noted Activitas Management Advisor Private Limited, where an exclusive jurisdiction clause in a governing law provision was understood as establishing the seat of arbitration.
Evaluating whether a venue can be construed as a seat, the Court referred to the three-condition test reiterated in Arif Azim Company Limited and BGS SGS SOMA JV, which requires that the clause designate only one place, anchor arbitral proceedings to that place without variation, and contain no contrary indicia.
Applying these principles, the bench observed that the present agreement did not mention only a single place, as both Delhi and Goa were cited. The Court noted that the respondent’s plea regarding the independence of the arbitration agreement could not assist it, citing Mankastu Impex (P) Ltd. v. Airvisual Ltd.:
“that mere expression ‘place of arbitration’ cannot be the basis to determine the intention of the parties that they have intended that place as the ‘seat’ of arbitration. The intention of the parties as to the ‘seat’ should be determined from other clauses in the agreement, including the conduct of the parties.”
Harmonizing the internal tension between Clause 32.4 and Clause 32.5, the bench observed:
“However, when we construe them harmoniously, to ensure that none becomes redundant, and read them in conjunction with clause 38 of the Agreement, which vests exclusive jurisdiction on courts at Goa, it is clear that the juridical seat is at Goa, Delhi is just a venue.”
The Court distinguished the respondent’s authorities, clarifying that in Sasan Power Ltd., the issue did not involve two competing locations within the arbitration agreement; in M/s. Cable Corporation of India Ltd., only a single place had been named; in Sunil Kumar Chandra, the seat had been specifically chosen as Delhi; in Ramkishorelal, general principles of deed construction did not override party intention; in Shree Bhowani Cotton Mills, arbitration validity was not at stake; and in M/s Lyrus Life Sciences Pvt. Ltd., only one location had been stipulated unlike the dual locations in the present case.
Decision of the Court
The Supreme Court concluded that upon a holistic reading of the Agreement, the juridical seat of arbitration was Goa, rendering the Delhi High Court without jurisdiction to entertain the Section 11(6) application.
Accordingly, the Supreme Court allowed the appeal and set aside the Delhi High Court’s order dated November 11, 2025. The parties were granted liberty to initiate appropriate proceedings before the jurisdictional High Court.
Case Title: Arcis Clean Energy Pvt. Ltd. v. Parshva Innovation
Case No.: SLP Civil No. 35915 of 2025
Bench: Justice Manoj Misra and Justice Vijay Bishnoi
Date: October 12, 2026
