Authority: Supreme Court of India (Civil Appellate Jurisdiction)

Order Date: 12 October 2026

Case Overview

  • Parties: Arcis Clean Energy Pvt. Ltd. (Appellant) vs. Parshva Innovation (Respondent).
  • Citation: Civil Appeal No. ___ of 2026 (arising out of SLP Civil No. 35915 of 2025).
  • Background: The dispute stems from a Franchise Agreement dated 03 August 2023. Clause 32 of the agreement outlines arbitration procedures, specifying a sole arbitrator to be mutually appointed, venue in Delhi, arbitration proceedings to be held in Goa, and English as the language. Clause 38 states that the agreement is governed by Indian law and parties submit to the exclusive jurisdiction of competent courts in Goa.
  • Procedural History: The Respondent proposed a sole arbitrator on 25 March 2025; the Appellant rejected the proposal on 19 April 2025. The Respondent then applied to the Delhi High Court under Section 11(6) of the Arbitration and Conciliation Act, 1996, for appointment of an arbitrator. The Delhi High Court, on 11 November 2025, appointed an arbitrator and left venue selection open to the parties.
  • Appellant Submissions: Argued that the Delhi High Court lacked jurisdiction because the juridical seat of arbitration is Goa, not Delhi, relying on Clause 38 and interpreting Clause 32.4 as venue only. Cited precedents: Arif Azim Co. Ltd. v. Micromax Informatics FZE (2025) 9 SCC 750; Indus Mobile Distribution Pvt. Ltd. v. Datawind Innovations Pvt. Ltd. (2017) 7 SCC 678; Swastik Gases (P) Ltd. v. Indian Oil Corp. Ltd. (2013) 9 SCC 32; BGS SGS SOMA JV v. NHPC Ltd. (2020) 4 SCC 234; Activitas Management Advisor Pvt. Ltd. v. Mind Plus Healthcare Pvt. Ltd. (2025) SCC Online SC 3069.
  • Respondent Submissions: Contended that the arbitration clause is independent and that the seat is Delhi because Clause 32.4 precedes Clause 32.5. Relied on decisions: Sasan Power Ltd. v. North American Coal Corp. (India) Pvt. Ltd. (2016) 10 SCC 813; Cable Corp. of India Ltd. v. Jay Pee Sports Int’l Ltd. (2018) SCC OnLine Del 10340; Sunil Kumar Chandra v. Spire Techpark (P) Ltd. (2023) SCC OnLine Del 286; Ramkishorelal v. Kamal Narayan (1962) SCC OnLine SC 113; Shree Bhowani Cotton Mills v. Union Textile Traders (1965) SCC OnLine Cal 83; Lyrus Life Sciences Pvt. Ltd. v. Acme Generics LLP (2021) Civil Misc. Petition No.192/2020 (Karnataka High Court).
  • Court’s Analysis: The Supreme Court examined the distinction between “seat” and “venue” of arbitration, referencing Indus Mobile (seat as exclusive jurisdiction) and Swastik Gases (jurisdiction clause). It applied the three‑condition test from BGS SGS SOMA (as reiterated in Arif Azim): (i) single designated place, (ii) anchoring of proceedings, (iii) absence of contrary indicia. Since the agreement mentions two places (Delhi and Goa), the test is not satisfied. The Court therefore looked to Clause 38, which confers exclusive jurisdiction to courts in Goa, and to Clause 32.5, which states that arbitration proceedings will be held in Goa. Harmonising the clauses, the Court concluded that Goa is the juridical seat and Delhi is merely a venue.
  • Precedent Application: The Court distinguished the respondent’s cited cases because they either involved a single place of arbitration or did not address a conflict between venue and seat. It affirmed that when a contract specifies both a venue and a separate exclusive jurisdiction clause, the latter determines the seat.

Final Outcome

  • The Supreme Court held that the Delhi High Court lacked jurisdiction to appoint an arbitrator under Section 11(6) of the Arbitration Act.
  • The order dated 11 November 2025 appointing the arbitrator is set aside.
  • The appeal is allowed; the parties may approach the appropriate High Court (i.e., the High Court in Goa) for any further proceedings.
  • Any pending applications, if any, stand disposed of.

Topics: Arbitration Seat Determination, Jurisdiction of High Courts, Supreme Court Interpretation of Arbitration Clauses