The Supreme Court has held that where an arbitration clause names two places (Delhi and Goa) and the agreement gives exclusive jurisdiction to the Goa courts, Goa is the “seat” of the arbitration and Delhi is only a venue. The Delhi High Court therefore had no power to appoint an arbitrator.
Where an arbitration clause names more than one place for the arbitration, the place is not automatically the seat. The court reads the agreement as a whole, including the governing law and jurisdiction clause, to find the parties’ intention. If the agreement gives exclusive jurisdiction to the courts at one of the places named, that place is the juridical seat and the other is only the venue. The court having supervisory jurisdiction over the seat alone can appoint the arbitrator under Section 11.
Arcis Clean Energy and Parshva Innovation had signed a Franchise Agreement on 3 August 2023. Clause 32.4 of its arbitration clause said that the “precise location of the arbitration shall be within Delhi”, Clause 32.5 said that the proceedings “will be held in Goa”, and Clause 38 gave exclusive jurisdiction to the “competent courts in Goa”. Parshva proposed a sole arbitrator in March 2025, Arcis rejected the name, and the Delhi High Court appointed an arbitrator under Section 11(6) in November 2025. Justices Manoj Misra and Vijay Bishnoi set this aside. They applied the three-judge Bench’s tests in BGS SGS SOMA and Arif Azim for when a “venue” becomes a “seat”, which are that the clause names only one place, that the proceedings are anchored to that place alone, and that there are no contrary indications. Here, the first condition failed since two places were named, so Delhi was not automatically the seat. In such a case, the governing law and jurisdiction clause helps to decide the seat. Since Clause 38 conferred exclusive jurisdiction on the Goa courts and Clause 32.5 said that proceedings would be held in Goa, the parties intended Goa as the seat and Delhi as just a venue. The court read Clauses 32.4 and 32.5 harmoniously so that neither is redundant, and rejected the argument that an arbitration clause is independent of the main contract and so cannot be read with the jurisdiction clause. It distinguished the Delhi High Court’s rulings relied on by Parshva since they involved a single place. The Delhi High Court’s order was set aside, and the parties were left free to approach the jurisdictional High Court.
Citation: Arcis Clean Energy Pvt. Ltd. v. Parshva Innovation, Civil Appeal arising out of SLP (C) No. 35915 of 2025, Supreme Court (Justices Manoj Misra and Vijay Bishnoi), decided on 12.10.2026 | 2026 INSC 1109
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