Supreme Court: when an arbitration clause names two places, the pact as a whole decides the seat

Arcis Clean Energy Pvt. Ltd. and Parshva Innovation had signed a franchise agreement whose arbitration clause named Delhi as the place for appointing a sole arbitrator but said arbitration proceedings "will be held in Goa," while a separate clause gave courts in Goa exclusive jurisdiction over the agreement. When a dispute arose, Parshva Innovation applied to the Delhi High Court under Section 11(6) of the Arbitration and Conciliation Act, 1996 to appoint an arbitrator, and the High Court did so. Arcis appealed, arguing that Delhi was merely the venue for appointment while Goa was the true juridical seat, so only a Goa court had jurisdiction to appoint an arbitrator. The Supreme Court (Manoj Misra and Vijay Bishnoi, JJ.) agreed.

It held that where an arbitration clause mentions more than one place, the juridical seat must be identified by reading the agreement as a whole to find the parties' real intention, rather than by mechanically picking whichever place is named first or most often. Reading the franchise agreement together with its exclusive-jurisdiction clause, the Court found Goa to be the seat, so the Delhi High Court had no jurisdiction to entertain the Section 11(6) application. It set aside the Delhi High Court's order appointing the arbitrator and left the parties free to approach the High Court with jurisdiction over Goa.