“Determining the Juridical Seat:When Multiple Locations and Exclusive Jurisdiction Clauses Clash”- SC Answered.

⚖️Case Study Summary: Arcis Clean Energy Pvt. Ltd. v. Parshva Innovation

Case No: CIVIL APPEAL NO. —– OF 2026

📌Neutral Citation: (2026 INSC 1109)

📅Decided on: 12.10.2026.

1. Factual Background

• Nature of Dispute: The dispute arose between Arcis Clean Energy Pvt. Ltd. (Appellant) and Parshva Innovation (Respondent) out of a Franchise Agreement dated August 3, 2023.
• Arbitration Invocation: The respondent invoked the arbitration clause (Clause 32) and proposed a sole arbitrator via notice on March 25, 2025.
• Rejection & High Court Intervention: 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, to appoint an arbitrator.
• High Court Order: The Delhi High Court appointed an arbitrator and allowed them to choose the hearing venue, prompting the appellant to appeal before the Supreme Court.

2. Legal Issues

• Whether the Delhi High Court had the territorial jurisdiction to entertain an application under Section 11(6) of the Arbitration and Conciliation Act, 1996.
• How to determine the “juridical seat” of arbitration versus the “venue” of proceedings when an arbitration agreement specifies multiple locations alongside a separate governing law and exclusive jurisdiction clause.

3. Contentions of the Parties

• Appellant’s Submissions:
  • The Delhi High Court lacked jurisdiction because the juridical seat of arbitration is Goa.
  • Relying on Clauses 32.4, 32.5, and 38, the appellant argued that mentioning Delhi was merely for the “venue/location” of hearings, whereas Goa was designated as the seat through the exclusive jurisdiction clause pointing to the competent courts in Goa.
• Respondent’s Submissions:
  • The arbitration agreement operates independently of the rest of the contract, meaning Clause 38 does not dictate the juridical seat.
  • Clause 32.4 explicitly designates Delhi as the location of arbitration and precedes Clause 32.5 (which mentions Goa), meaning Delhi should prevail as the seat.

4. Case Laws Discussed (with Complete Citations)

• Indus Mobile Distribution Private Limited v. Datawind Innovations Private Limited and others, (2017) 7 SCC 678 – Held that a designated “seat” is akin to an exclusive jurisdiction clause, giving courts at the seat exclusive jurisdiction to regulate arbitral proceedings.
• Swastik Gases (P) Ltd. v. Indian Oil Corporation Ltd., (2013) 9 SCC 32 – Established that the absence of exclusive words like “only” or “alone” is not decisive; specifying a court jurisdiction implies the exclusion of other courts via the maxim expressio unius est exclusio alterius.
• Brahmani River Pellets Ltd. v. Kamachi Industries Ltd., (2020) 5 SCC 462 – Reaffirmed that when a venue is specified, the intention is generally to exclude other courts.
• Activitas Management Advisor Private Limited v. Mind Plus Healthcare Private Limited, 2025 SCC OnLine SC 3069 – Applied exclusive jurisdiction clauses in governing law sections to determine the arbitral seat.
• Arif Azim Company Limited v. Micromax Informatics FZE, (2025) 9 SCC 750 – Delineated a three-condition test for construing venue as seat (single place designated, anchored proceedings without change, and no contrary indicia).
• BGS SGS SOMA JV v. NHPC LIMITED, (2020) 4 SCC 234 – Laid down the foundational parameters regarding seat vs. venue determination.
• Mankastu Impex (P) Ltd. v. Airvisual Ltd., (2020) 5 SCC 399 – Held that a mere expression “place of arbitration” cannot independently determine the seat, which must be gathered from a holistic reading of other clauses.
• Sasan Power Ltd. v. North American Coal Corporation (India) Pvt. Ltd., (2016) 10 SCC 813 – Addressed the independence of arbitration agreements.
• Ramkishorelal and Another v. Kamal Narayan, 1962 SCC OnLine SC 113 – Noted the general principle of construing an instrument by gathering overall intent.
• Shree Bhowani Cotton Mills v. Union Textile Traders, 1965 SCC OnLine Cal 83 – Discussed exclusive jurisdiction of courts in relation to arbitration clauses.
• M/s. Cable Corporation of India Ltd. v. M/s. Jay Pee Sports International Ltd. and Another, 2018 SCC OnLine Del 10340 – Distinguished on grounds that only a single place was specified.
• Sunil Kumar Chandra v. Spire Techpark (P) Ltd., 2023 SCC OnLine Del 286 – Distinguished as Delhi was explicitly chosen as the seat.
• M/s Lyrus Life Sciences Pvt. Ltd. v. M/s Acme Generics LLP, Civil Misc. Petition No.192/2020 (Karnataka High Court, decided on June 23, 2021) – Dealt with precise location specifications.

5. Observation of the Supreme Court

• The Supreme Court noted that Clause 32 of the agreement created an ambiguity by mentioning two separate locations (Delhi and Wak/Goa).
• Applying the tests from BGS SGS SOMA and Arif Azim, because multiple places were specified, the venue could not automatically be read as the juridical seat.
• Reading the contract harmoniously alongside Clause 38 (which explicitly submitted disputes to the exclusive jurisdiction of competent courts in Goa) and Clause 32.5, the Court concluded that Goa was intended to be the juridical seat, while Delhi was merely a designated venue for hearings.

6. Concluding Remarks by the Supreme Court

• The Supreme Court held that the Delhi High Court lacked the territorial jurisdiction to entertain the Section 11(6) application.
• The appeal was allowed, and the Delhi High Court’s order appointing the arbitrator was set aside, leaving the parties free to approach the jurisdictional High Court in Goa.

💡Key Takeaways

1. Seat vs. Venue Multiplicity: When an arbitration agreement references more than one location, a venue designation does not automatically equate to the juridical seat.
2. Harmonious Construction: To decipher the true seat when conflicting location clauses appear, courts will read the agreement holistically—factoring in governing law and exclusive jurisdiction clauses (such as Clause 38).
3. Jurisdiction for Section 11 Petitions: Applications for the appointment of an arbitrator under Section 11 must be filed before the High Court exercising supervisory jurisdiction over the designated juridical seat of arbitration, not merely a hearing venue.

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