Summary: This article examines the evolving jurisprudence on the interplay between “exclusive jurisdiction” and “seat of arbitration” clauses in Indian arbitration landscape. The Delhi High Court’s decision in Viva Infraventure v. NOIDA highlights that an express exclusive jurisdiction clause will override a seat determined by the arbitrator. The judgment underscores the primacy of party autonomy and contractual intent. It also reinforces the importance of precise drafting in arbitration clauses to avoid jurisdictional conflicts and ensuring legal clarity.
Introduction
When parties draft an arbitration clause in an agreement, they often specify the “seat of arbitration” and “exclusive jurisdiction” for the purposes of the arbitration. The seat of arbitration determines the court that will supervise arbitration proceedings, while an exclusive jurisdiction clause specifies the court that will have jurisdiction to handle/ decide the disputes. However, there can be agreements mentioning only exclusive jurisdiction, but not seat of arbitration. Usually, the designated seat of arbitration is treated as vesting exclusive jurisdiction in that court (akin to an exclusive court clause).[1]
However, recently, the Hon’ble Delhi High Court in Viva Infraventure Pvt. Ltd. v. New Okhla Industrial Development Authority,[2] decided an interesting question of law, where the agreement specified exclusive jurisdiction, however, the seat decided by the arbitrator was at variance with the courts having exclusive jurisdiction. The High Court decided that if there is an exclusive jurisdiction clause under an agreement, the arbitrator’s order determining the seat of arbitration shall only be an order determining the place of arbitration under Section 20(3) of the Arbitration and Conciliation Act 1996 (“Arbitration Act”). The Hon’ble High Court further held that clear and unequivocal exclusive jurisdiction clause encompassing arbitration-related proceedings shall prevail over a conflicting designation of arbitral seat.
The Delhi High Court in Viva Infraventure (Supra) relied on Section 2(1)(e) of the Arbitration Act, which defines “Court” as civil court which would have jurisdiction, had it been the subject matter of a suit. Indian courts have interpreted this to mean that the court at the chosen seat of arbitration has exclusive supervisory jurisdiction.[3] Further the High Court referred to Swastik Gases v. Indian Oil Corporation Limited,[4] in which the Supreme Court had emphasised on the need to adhere to such exclusive jurisdiction clauses. An exclusive jurisdiction clause (common in agreements outside arbitration) typically states something like “Courts of City X shall have exclusive jurisdiction over disputes.”
Analysis of key precedents referred by the Delhi High Court
Seat Trumps Exclusive Jurisdiction Clause
In Indus Mobile Distribution Private Ltd. v. Datawind Innovations Pvt. Ltd.,[5] the Supreme Court held decisively that once parties to a contract designate the seat of arbitration, it is treated as an exclusive jurisdiction clause. The Court explained, “the moment the seat is designated, it is akin to an exclusive jurisdiction clause.” The Three-Judge Bench of the Supreme Court in BGS SGS Soma JV v. NHPC Ltd.,[6] reaffirmed this logic, reading Sections 20 and 2(1)(e) of the Arbitration Act harmoniously to hold that the chosen seat of arbitration dictates the forum for challenges and interim orders.
The Delhi High Court recently reaffirmed this in KLA Construction Technologies Pvt. Ltd. v. Gulshan Homz Pvt. Ltd.,[7] where it held that an exclusive jurisdiction clause is overridden by arbitration clause when exclusive jurisdiction clause is made “subject to” arbitration clause. The Delhi High Court further held that the designation of seat of arbitration (courts of City A) meant that only courts of City A would have jurisdiction for arbitral supervision, following the law laid down by the Supreme Court in Indus Mobile (Supra) and BGS SGS Soma (Supra).
Exclusive Jurisdiction Clause Prevailing over Seat
Differentiating the above, several decisions have carved out exceptions to the general rule of seat prevailing over exclusive jurisdiction clause. In Viva Infraventure (Supra) and Precitech Enclosures Systems Pvt. Ltd. v. Rudrapur Precision Industries,[8] the Delhi High Court held that if there is a distinct, exclusive jurisdiction clause in the arbitration agreement, it must be given effect over a conflicting seat clause. For instance, in Precitech Enclosures (Supra), the rent agreement said, “court at Rudrapur Uttarakhand, India shall have exclusive jurisdiction to determine any question, issue, dispute or claim between the parties.” Even though the parties later agreed to Delhi as the arbitration location, the Court ruled that the exclusive jurisdiction clause prevailed.
Similarly, in Viva Infraventure (Supra), the agreement contained a clause conferring jurisdiction, including the authority to appoint an arbitrator, exclusively upon the Courts at Gautam Budh Nagar, Uttar Pradesh. The Delhi High Court held that this express conferment of jurisdiction cannot be disregarded. Accordingly, it was held that the Courts of Delhi lacked jurisdiction to entertain the petition under Section 29A of the Arbitration Act, even though the arbitrator had designated Delhi as the seat of arbitration vide theprocedural order. Importantly, it was also noted that the said procedural order, holding Delhi as the seat of arbitration was without the express consent of the parties and, therefore, could not override the contractually agreed jurisdiction, i.e., Gautam Budh Nagar, Uttar Pradesh, which was designated as the court of exclusive jurisdiction.
Previous decisions, such as Indus Mobile (Supra),upheld the principle that the seat of arbitration determines jurisdiction, but in those cases, the courts were dealing with agreements that did not contain a separate exclusive jurisdiction clause. By contrast, the agreement in Viva Infraventure (Supra) clearly and unambiguously vested exclusive jurisdiction on the Courts of Gautam Budh Nagar, and thus, any conferment of designation of seat by the arbitrator will not render the express contractual provision redundant.
Analysis and Conclusion
As it stands, arbitration law in India is ever-changing and evolving. The nuance with which the Delhi High Court has dealt with the issue of express exclusive jurisdiction vis a vis seat determined by an arbitrator is novel and expands the jurisprudence pertaining to the law of arbitration in the country.
The underlying theme as far as the law of arbitration is concerned is ‘party autonomy’. The Delhi High Court, too, has followed the same principle in Viva Infraventure (Supra). The courts endeavour to harmonise seemingly conflicting clauses by interpreting them in a manner that gives effect to the parties’ overall intent. Where the jurisdiction clause is expressly made subject to the arbitration clause, as in KLA (Supra), the designation of the arbitral seat is treated as determinative of jurisdiction. Whereas, in cases where the exclusive jurisdiction clause encompasses arbitration-related proceedings, and no specific seat is determined, as in Viva Infraventure (Supra), courts having exclusive jurisdiction shall override seat-based jurisdiction determined by the arbitrator. The ruling further sharpens the interplay between “seat” and “jurisdiction clause”, by making it clear that exclusive jurisdiction clauses prevail over seat determined by an arbitrator.
These recent developments further emphasise the need for express, clear and unambiguous provisions in agreements concerning dispute resolution through arbitration. Going forward, parties must treat jurisdictional clauses as strategic risk management tools rather than mere formalities. To avoid any confusion or differing interpretations based on language, circumstances and case-specific facts, it is crucial that arbitration clauses are drafted with immense precision and clarity. It is also advisable that while drafting arbitration agreements, parties ensure harmony between seat and exclusive jurisdiction. This approach will help avoid multiple litigations in different jurisdictions, limit the possibility of conflicting interpretations of the contract and give effect to the intent of the parties. Where the exclusive jurisdiction clause designates a particular court that is convenient for both parties, it would be prudent to designate the arbitration seat within the same jurisdiction. Ultimately, the Delhi High Court decision signals that meticulous draftingis the cornerstone of robust dispute-resolution framework in India.
For further information, please contact:
Shikha Tandon, Partner, Cyril Amarchand Mangaldas
shikha.tandon@cyrilshroff.com
[1] Section 2(1)(e), Arbitration and Conciliation Act, 1996.
[2] O.M.P. (Misc.) (Comm.) No. 606/2024, decided on July 01, 2025.
[3] Indus Mobile Distribution Private Ltd. v. Datawind Innovations Pvt. Ltd., (2017) 7 SCC 678.
[4] (2013) 9 SCC 32.
[5] Supra, Note 3.
[6] (2020) 4 SCC 234.
[7] Arb. P. No. 90/2025, Delhi High Court, decided on May 14, 2025.
[8] 2025 SCC OnLine Del 1609.
