Multiple specified arbitration locations require determining the juridical seat by reading the agreement as a whole.

The parties’ Franchise Agreement contained an arbitration clause providing that the “location” of arbitration would be within Delhi, that the proceedings would be held in Goa, and that a sole arbitrator would be appointed by mutual consent. A separate clause submitted disputes to the exclusive jurisdiction of courts in Goa.

After the respondent’s proposed arbitrator was rejected, it applied to the Delhi High Court under Section 11(6) of the Arbitration and Conciliation Act, 1996. The High Court appointed an arbitrator, leaving the hearing venue to be selected in consultation with the parties.

The appellant challenged that order, contending that Goa was the juridical seat and the Delhi High Court therefore lacked jurisdiction.

Whether the juridical seat of arbitration under the Agreement was Goa or Delhi

Whether the Delhi High Court had jurisdiction under Section 11(6) of the 1996 Act to appoint an arbitrator

Under Section 11(6) of the Arbitration and Conciliation Act, 1996, the competent court may appoint an arbitrator where the agreed appointment procedure fails.

The juridical seat determines the courts with supervisory jurisdiction over the arbitration; under Indus Mobile Distribution Pvt. Ltd. v. Datawind Innovations Pvt. Ltd., the courts at the seat have exclusive jurisdiction for regulating arbitral proceedings.

Applying the test stated in BGS SGS SOMA JV v. NHPC Ltd. and affirmed in Arif Azim Co. Ltd. v. Micromax Informatics FZE, a designated venue may be treated as the seat where the proceedings are anchored to that single place and there are no significant contrary indicia.

Where an agreement identifies more than one place, the parties’ intention must be determined by construing the arbitration clause and the agreement as a whole; the mere expression “place of arbitration” is not conclusive, and other contractual clauses may inform the determination.

The arbitration clause referred to both Delhi and Goa, so Delhi could not automatically be treated as the seat under the BGS SGS SOMA test.

The Court harmonised the clause stating that the arbitration’s location would be within Delhi with the clause stating that proceedings would be held in Goa, and considered the separate clause conferring exclusive jurisdiction on Goa courts. Read together, these provisions showed that Goa was the juridical seat and Delhi was only a venue.

The fact that the arbitration agreement is distinct from the main contract did not justify disregarding the governing-law and jurisdiction clause, particularly because the arbitration clause itself specified two places.

It allowed the appeal, set aside the High Court’s order, and left the parties at liberty to pursue appropriate proceedings before the jurisdictional High Court.