Where No Seat Is Defined In An Agreement, Place Of Exclusive Jurisdiction Deemed As Seat Of Arbitration

Posted On - 8 September, 2025 • By - King Stubb & Kasiva

BEFORE THE HON’BLE SUPREME COURT OF INDIA

SUMMARY:

[1]The Supreme Court held that where parties agree to confer exclusive jurisdiction on a particular court in the context of arbitration, such clause must be construed as designating the seat of arbitration. Accordingly, the Court set aside an order of the Punjab and Haryana High Court appointing an arbitrator, and clarified that only the Mumbai High Court had jurisdiction to entertain the Section 11 petition.

FACTS:

  • The appellant consultancy firm and the respondent entered into an agreement dated 09.07.2023 containing an arbitration clause.
  • Clause 10 stipulated that disputes shall be governed by Indian law and that the client submits to the exclusive jurisdiction of the Mumbai High Courts.
  • Disputes arose; the appellant invoked arbitration under Section 21, but the respondent unilaterally appointed a sole arbitrator.
  • Subsequently, the respondent filed a Section 11 application before the Punjab & Haryana High Court, which appointed an arbitrator despite the objection of lack of jurisdiction.

ISSUES:

  1. Whether a clause conferring exclusive jurisdiction on Mumbai courts amounts to fixing Mumbai as the seat of arbitration.
  2. Whether the Punjab & Haryana High Court had jurisdiction to entertain a Section 11 application despite such exclusive jurisdiction clause.

JUDGEMENT:

  • Exclusive jurisdiction equals seat: The Court held that though the clause did not use the term “seat” or “venue,” the reference to “exclusive jurisdiction of the Mumbai High Courts” must be understood in the context of arbitration, making Mumbai the designated seat.
  • Reliance on precedent: The Court referred to Brahmani River Pellets Ltd. v. Kamachi Industries Ltd. [(2020) 5 SCC 462], which held that once a specific court is conferred jurisdiction, all others are excluded.
  • High Court order set aside: The Supreme Court allowed the appeal, set aside the Punjab & Haryana High Court’s order, and directed that the pending Section 11 application before the Bombay High Court would be the proper proceeding.

ANALYSIS:

This decision reinforces the principle that a jurisdiction clause in an arbitration agreement must be given full effect, and that exclusive jurisdiction clauses are deemed to designate the seat of arbitration. The ruling avoids parallel jurisdictional claims, ensures consistency with party autonomy, and provides clarity in situations where the clause does not expressly mention the “seat.”

[1] M/s Activitas Management Advisor Pvt. Ltd. v. Mind Plus Healthcare Pvt. Ltd.

Civil Appeal [@ SLP (C) No. 27714 of 2024]

Judgment Dated: August 05, 2025