Supreme court holds Goa to be juridical seat where arbitration clause names Delhi and Goa and governing law clause vests exclusive jurisdiction in Goa courts

Supreme Court Designates Goa as Juridical Seat with Exclusive Jurisdiction, Despite Arbitration Clause Naming Delhi and Goa.

Case Title: Arcis Clean Energy Pvt. Ltd. v. Parshva Innovation[1]

Coram: Justice Manoj Misra and Justice Vijay Bishnoi

Citation: (2026) ibclaw.in 660 SC | Civil Appeal No. 13663/2026 (SLP (C) No. 35915 of 2025) | Decided on 12.10.2026

The Supreme Court has set aside an order of the Delhi High Court appointing an arbitrator under Section 11(6) of the Arbitration and Conciliation Act, 1996, holding that the juridical seat of arbitration was Goa and that the Delhi High Court lacked jurisdiction to entertain the application.

The dispute arose from a Franchise Agreement dated 03.08.2023. Clause 32.4 provided that the precise location of the arbitration shall be within Delhi, while Clause 32.5 stated that the arbitration proceedings will be held in Goa. Clause 38, the governing law clause, provided that the parties submit to the exclusive jurisdiction of competent courts in Goa.

The respondent proposed the name of a sole arbitrator by notice dated 25.03.2025, which the appellant rejected on 19.04.2025. The respondent then approached the Delhi High Court under Section 11(6). By its order dated 11.11.2025, the High Court appointed the arbitrator and left it open to the arbitrator to select the venue for hearings in consultation with the parties.

Before the Supreme Court, the appellant argued that Clause 32.4 related only to venue, whereas Clauses 32.5 and 38 determined the juridical seat. The respondent contended that the arbitration clause is independent of the rest of the contract and that Clause 38 could not determine the seat. It also submitted that Clause 32.4 appears first and would prevail over the subsequent clause.

The Bench referred to Indus Mobile, Swastik Gases, Brahmani River Pellets and Activitas Management, and noted that parties can choose a place for arbitration and confer exclusive jurisdiction upon courts at a particular place to regulate the arbitral proceedings. It observed that when an agreement specifies a place of arbitration and simultaneously confers exclusive jurisdiction on courts at another place, a question arises whether the place of arbitration is merely a venue or the juridical seat.

The Court then took note of the three-condition test laid down in BGS SGS SOMA and applied in Arif Azim Company Limited, under which a venue can be construed as the seat where the clause designates only one place, the proceedings are anchored to that place alone, and there is no significant contrary indicia.

Applying the test, the Court found that Delhi was not the only place specified for arbitration, since both Delhi and Goa were mentioned. The place specified for arbitral proceedings would therefore not automatically be the seat, and the governing law clause would be helpful in determining the juridical seat. As Clause 38 conferred exclusive jurisdiction on courts at Goa and Clause 32.5 provided that the proceedings would be held in Goa, the Court held that the parties had agreed on Goa as the juridical seat, with Delhi being just a venue.

The Court did not accept the submission that the arbitration clause alone determines the seat because of its independence from the main contract, since the arbitration clause itself mentioned two places. Relying on Mankastu Impex (P) Ltd. v. Airvisual Ltd., it noted that the mere expression place of arbitration cannot be the basis to determine the intention of the parties as to the seat, which is to be determined from other clauses in the agreement, including the conduct of the parties.

On the apparent conflict between Clauses 32.4 and 32.5, the Court held that the two must be construed harmoniously so that neither becomes redundant, and read together with Clause 38, they establish Goa as the juridical seat.

The Court distinguished the decisions relied on by the respondent. Sasan Power Ltd. was held to lay down an unexceptionable proposition on the independence of the arbitration agreement, but one that did not allow the governing law clause to be ignored where the arbitration clause itself mentions two places. Cable Corporation of India was distinguished as the clause there specified a single place. Sunil Kumar Chandra was distinguished as it was not clear whether the other place specified was for arbitration. Ramkishorelal laid down only a general principle of construction, Shree Bhowani Cotton Mills dealt with the effect of an exclusive jurisdiction clause on the arbitration agreement, and Lyrus Life Sciences was held irrelevant since the clause there specified a single place.

Holding that the agreement, read in its entirety, showed Goa to be the juridical seat, the Court allowed the appeal and set aside the High Court order. The parties were left at liberty to take recourse to appropriate proceedings before the jurisdictional High Court.