WazirX broker dispute to be arbitrated in Mumbai as Bombay High Court gives broker terms priority over Singapore-seat user agreement

The Applicant, which used the Respondent’s WazirX platform as a broker, alleged that from 18 July 2024 it could not withdraw virtual digital assets worth USD 261,967.86729 from its designated broker wallet.

It sought appointment of a sole arbitrator under Section 11(6) of the Arbitration and Conciliation Act, 1996, relying on Clause 10 of the Broker Terms, which provides for arbitration under the Indian Act and gives the courts at Mumbai exclusive jurisdiction.

The Respondent relied on the User Agreement’s SIAC arbitration clause and Singapore seat, and also argued that the claims were affected by restructuring proceedings and a scheme before the Singapore High Court.

The application turned principally on the interaction between the two sets of terms, the seat of arbitration, and the effect of the Singapore proceedings.

1. Whether the arbitration clause in the Broker Terms governed the dispute despite the User Agreement’s separate SIAC arbitration clause and Singapore seat.

2. Whether Clause 10 of the Broker Terms, read with its Indian-law and Mumbai exclusive-jurisdiction provisions, made Mumbai the seat of arbitration and permitted the Court to entertain the Section 11 application.

3. Whether the Singapore restructuring scheme prevented referral of the dispute to arbitration at this stage.

Section 11(6-A) of the Arbitration and Conciliation Act, 1996 limits the referral court’s inquiry to the prima facie existence of an arbitration agreement; once such an agreement is shown, the court should refer the parties to arbitration, applying Shubham Equipment Private Limited v. Rothwell Water Company Limited, 2026 SCC OnLine SC 2089.

Contractual terms must be read together, giving effect to an express priority clause where otherwise conflicting provisions cannot operate consistently.

Where the arbitration clause does not expressly identify a seat, an exclusive jurisdiction clause, read with the arbitration arrangement, may indicate the intended seat, applying M/s. Activitas Management Advisor Private Limited v. Mind Plus Healthcare Private Limited, 2025 LiveLaw (SC) 795.

The Court also considered Zanmai Labs Private Limited v. Bitcipher Labs LLP, 2025:BHC-OS:18329, as relevant to the coexistence of the User Agreement and Broker Agreement and the effect of their priority clause, while noting that it did not decide the seat issue before it.

The Court found that the Applicant’s inability to withdraw assets from its broker account was directly connected with the activities governed by the Broker Terms, including trading, holding and transferring crypto assets; the dispute therefore fell prima facie within Clause 10.

Because the Broker Terms expressly prevail in case of conflict, their Indian-law arbitration arrangement and Mumbai jurisdiction provision controlled over the inconsistent Singapore-seat provision in the User Agreement for this broker-account dispute.

Although Clause 10 did not use the word “seat,” its reference to arbitration under the Indian Act, Indian governing law and exclusive Mumbai jurisdiction, read together and in the absence of another seat in the Broker Terms, indicated that Mumbai was the intended seat.

The material concerning the Singapore scheme did not establish that the Applicant’s claim had ended or that the arbitration agreement could no longer operate; its effect was left for consideration by the tribunal on proper material.

It allowed the application and appointed Mr. Dormaan Dalal, Advocate, as sole arbitrator; the parties were directed to share the tribunal’s fees and costs in the first instance, subject to the final award.

Questions concerning the parties’ substantive rights, responsibility for the unavailable assets, the effect of the scheme and the relief due were left open for the tribunal.