Arbitration Seat vs Venue: Supreme Court Holds Goa Is the Seat on Reading Arbitration and Exclusive Jurisdiction Clauses Together; Sets Aside Delhi High Court’s Arbitrator Appointment

Case Name: Arcis Clean Energy Pvt. Ltd. v. Parshva Innovation

Date of Judgment: 12 October 2026.

Citation: 2026 INSC 1109.

Bench: Justice Manoj Misra and Justice Vijay Bishnoi.

Held: The Supreme Court held that where an arbitration clause mentions two places for arbitration, the juridical seat must be ascertained through a harmonious reading of the agreement as a whole. A reference to the location of arbitration cannot, by itself, conclusively establish the seat. In the present agreement, the stipulation that arbitral proceedings would be held in Goa, read with the clause conferring exclusive jurisdiction on competent courts in Goa, established Goa as the juridical seat and Delhi merely as a venue. Consequently, the Delhi High Court lacked jurisdiction to appoint an arbitrator under Section 11(6) of the Arbitration and Conciliation Act, 1996.

Summary: The dispute arose from a franchise agreement dated 3 August 2023 between Arcis Clean Energy Pvt. Ltd. and Parshva Innovation. Clause 32.4 stated that the precise location of arbitration would be within Delhi, while Clause 32.5 provided that arbitration proceedings would be held in Goa. Separately, Clause 38 subjected the agreement to Indian law and conferred exclusive jurisdiction on competent courts in Goa.

After Arcis rejected Parshva’s proposed sole arbitrator, Parshva approached the Delhi High Court under Section 11(6). By its order dated 11 November 2025, the High Court appointed an arbitrator and left the venue of hearings to be selected in consultation with the parties. Arcis challenged that order before the Supreme Court, contending that Goa was the juridical seat and that the Delhi High Court lacked jurisdiction.

Parshva argued that the arbitration agreement was independent of the substantive contract and that the governing law and jurisdiction clause could not determine the arbitral seat. It also maintained that the reference to Delhi in Clause 32.4 should prevail over the subsequent reference to Goa.

The Supreme Court rejected that interpretation. Applying the principles in BGS SGS SOMA JV v. NHPC Limited and Arif Azim Company Limited v. Micromax Informatics FZE, the Court explained that a designated venue may be construed as the seat where the arbitration clause identifies only one place, anchors the proceedings to that place, and contains no significant contrary indication. Here, the arbitration clause expressly mentioned both Delhi and Goa; therefore, the reference to Delhi did not automatically establish it as the seat.

The Court held that the principle of separability did not justify ignoring the other contractual provisions when resolving ambiguity within the arbitration clause itself. Reading Clauses 32.4, 32.5 and 38 harmoniously, it concluded that Goa was the juridical seat and Delhi only a venue. The Court also distinguished the respondent’s authorities concerning clauses identifying a single arbitral location or addressing issues that did not resolve the competing geographical references in this agreement.

Decision: The Supreme Court allowed the appeal and set aside the Delhi High Court’s order appointing the arbitrator.