Exclusive-Jurisdiction Clause Fixes Arbitration Seat: SC

Where Arbitration Clause Names Two Places, Exclusive-Jurisdiction Clause Decides the Seat: Supreme Court

Published: 12 October 2026 · NyayVidhan

The Supreme Court set aside the Delhi High Court's appointment of an arbitrator under Section 11(6) of the Arbitration and Conciliation Act, holding that where the arbitration clause names both Delhi and Goa, the named venue does not automatically become the seat, and the clause giving Goa courts exclusive jurisdiction shows that Goa is the juridical seat (paras 21-22, 24).

Key holdings

Designating a seat works like an exclusive jurisdiction clause for the courts there (para 12).

A venue becomes the seat only if it is the sole place named, anchors the proceedings and faces no contrary indicia (para 20).

Where two places are named, the governing-law and jurisdiction clause helps identify the seat (para 21).

Read harmoniously with clause 38, the agreement made Goa the seat and Delhi only a venue (para 22).

The Delhi High Court lacked jurisdiction to appoint the arbitrator under Section 11(6) (para 24).

Judgment digest by NyayVidhan: a summary of the court's judgment, not its text. The judgment itself is the authoritative version.

Brief Facts

Clause 32 of a franchise agreement of 03.08.2023 said that the ‘precise location’ of the arbitration would be within Delhi (clause 32.4) and that the proceedings would be held in Goa (clause 32.5); clause 38 gave the courts in Goa exclusive jurisdiction (paras 3, 6). After the appellant rejected the respondent's nominee arbitrator, the Delhi High Court appointed one on 11.11.2025 under Section 11(6) (paras 2, 4-5). The appellant said Goa was the seat and Delhi only the venue; the respondent said the arbitration clause stands apart from the jurisdiction clause and clause 32.4 prevails (paras 6-8).

Court's Findings

Choosing a seat is akin to an exclusive jurisdiction clause, and the courts at the seat alone regulate the arbitration (para 12). Swastik Gases, Brahmani River Pellets and Activitas Management show that parties may confer exclusive jurisdiction on courts at a chosen place (paras 13-18). When an agreement names a place of arbitration but gives exclusive jurisdiction to courts elsewhere, the question is whether that place is a venue or the seat (para 19). Under the three-condition test of BGS SGS SOMA, affirmed in Arif Azim, a venue becomes the seat only if it is the sole place named; here both Delhi and Goa were named (paras 20-21). Reading clauses 32.4 and 32.5 harmoniously with clause 38, and relying on Mankastu Impex, the Court held Goa to be the juridical seat and Delhi only a venue (paras 21-22). Sasan Power and the High Court rulings cited for the respondent were distinguished, as those clauses named a single place (para 23).

Legal Principle

Where an arbitration clause names more than one place for the arbitration, the named venue is not automatically the seat under the BGS SGS SOMA test; the seat is found by reading the agreement as a whole, and a clause conferring exclusive jurisdiction on the courts of one of those places fixes it there (paras 20-22).

Precedents Relied Upon

Arif Azim Company Limited v. Micromax Informatics FZE (2025) 9 SCC 750
Followed Discussed at ¶ 7, 20, 21
Three-Judge Bench affirming the BGS SGS SOMA three-condition test for when a "venue" can be construed as the "seat".
BGS SGS SOMA JV v. NHPC Limited (2020) 4 SCC 234
Applied Discussed at ¶ 7, 20, 21
A venue is the seat if it is the only place designated, anchors the proceedings and there is no significant contrary indicia.
Indus Mobile Distribution Private Limited v. Datawind Innovations Private Limited & Ors. (2017) 7 SCC 678
Relied Upon Discussed at ¶ 7, 12
The seat is akin to an exclusive jurisdiction clause; courts at the seat alone regulate the arbitral proceedings.

View all precedents (13)

Swastik Gases (P) Ltd. v. Indian Oil Corporation Ltd. (2013) 9 SCC 32
Relied Upon Discussed at ¶ 7, 13
A clause subjecting the agreement to the jurisdiction of courts at one place excludes other courts even without words like "exclusive" or "only".
Brahmani River Pellets Ltd. v. Kamachi Industries Ltd. (2020) 5 SCC 462
Relied Upon Discussed at ¶ 14, 15
Where the contract specifies the jurisdiction of courts at a particular place, only those courts have jurisdiction.
Activitas Management Advisor Private Limited v. Mind Plus Healthcare Private Limited 2025 SCC OnLine SC 3069
Relied Upon Discussed at ¶ 7, 15-17
Exclusive jurisdiction of Mumbai courts in the governing-law clause, read in the context of arbitration, made Mumbai the seat; a Section 11 appointment by another High Court was set aside.
Mankastu Impex (P) Ltd. v. Airvisual Ltd. (2020) 5 SCC 399
Relied Upon Discussed at ¶ 22
The mere expression "place of arbitration" does not decide the seat; intention is found from other clauses and the parties' conduct.
Sasan Power Ltd. v. North American Coal Corporation (India) Pvt. Ltd. (2016) 10 SCC 813
Distinguished Discussed at ¶ 9, 23
Cited by the respondent: the arbitration agreement is independent of the substantive contract; the governing-law clause still cannot be ignored where the arbitration clause names two places.
M/s. Cable Corporation of India Ltd. v. M/s. Jay Pee Sports International Ltd. & Anr. 2018 SCC OnLine Del 10340
Distinguished Discussed at ¶ 9, 23
Cited by the respondent; the arbitration clause there specified a single place.
Sunil Kumar Chandra v. Spire Techpark (P) Ltd. 2023 SCC OnLine Del 286
Distinguished Discussed at ¶ 9, 23
Cited by the respondent; one clause there made Delhi the seat and it was unclear whether the other place was for arbitration.
Ramkishorelal & Anr. v. Kamal Narayan 1962 SCC OnLine SC 113
Referred To Discussed at ¶ 9, 23
Cited by the respondent: an instrument is construed by ascertaining the intention of the parties from all its words; held of no help to the respondent.
Shree Bhowani Cotton Mills v. Union Textile Traders 1965 SCC OnLine Cal 83
Distinguished Discussed at ¶ 9, 23
Cited by the respondent: an exclusive jurisdiction clause does not nullify an arbitration agreement; no such issue arose here.
M/s Lyrus Life Sciences Pvt. Ltd. v. M/s Acme Generics LLP Civil Misc. Petition No. 192/2020, decided 23.06.2021 (Karnataka High Court)
Distinguished Discussed at ¶ 9, 23
Cited by the respondent; the clause there fixed a single precise location of arbitration.

Where Arbitration Clause Names Two Places, Exclusive-Jurisdiction Clause Decides the Seat: Supreme Court

Judgment Intelligence

Key holdings

Brief Facts

Court's Findings

Legal Principle

Precedents Relied Upon

Related Judgments

Original of E-Payment Bid Security Cannot Be Demanded: Supreme Court Sets Aside Rejection of Railway Bid

Non-Signatory Partners Whose Rights Turn on Disputed Retirement Deed Are Veritable Parties to Arbitration: Supreme Court

Disability Pension Ruling Does Not Allow Arrears in Every Case, Each Claim on Its Merits: Supreme Court