Arbitration clauses are often negotiated as standard boilerplate provisions. However, seemingly routine drafting choices can have significant jurisdictional consequences. In Techno Steel and Craft Industries v. Union of India1, the Gauhati High Court examined whether designating Noida as the “venue” of arbitration was sufficient to constitute it as the juridical seat, thereby determining the court competent to entertain an application under Section 11(6) of the Arbitration and Conciliation Act, 1996.
The decision reinforces the settled principle that party autonomy lies at the heart of Indian arbitration law. Under Section 20 of the Act, parties are free to determine the seat of arbitration, while Section 2(1)(e) identifies the court that will exercise supervisory jurisdiction over the arbitral process. Where an arbitration agreement designates a single venue for the entire arbitral proceedings without any significant contrary indicia, courts are likely to construe that venue as the juridical seat. The judgment therefore underscores that the expressions “seat”, “venue” and “place” are not interchangeable and that imprecise drafting may ultimately determine the forum supervising the arbitration.
Factual Matrix
The dispute arose from three contracts executed in 2008 between Techno Steel and Craft Industries and the Inland Waterways Authority of India (“IWAI”) for the construction of floating steel pontoons at Tezpur, Nemati and Dibrugarh in Assam. Following delays in execution approximately 496 days in one contract and 511 days in the remaining contracts IWAI deducted 10% of the contract value as liquidated damages.
After its request for waiver of the deductions was rejected, Techno Steel approached the Gauhati High Court by way of a writ petition in 2014. The Court declined to adjudicate the contractual dispute and directed the parties to invoke arbitration in accordance with the arbitration clause. In March 2025, Techno Steel invoked arbitration under Section 21 of the Act. As the parties failed to agree upon the appointment of a sole arbitrator, the petitioner instituted proceedings under Section 11(6) before the Gauhati High Court.
IWAI challenged the maintainability of the petition, relying upon the arbitration clause, which provided that “the venue of the arbitration proceedings shall be at Noida.”
The petitioner contended that Noida was merely the physical venue for conducting hearings and not the juridical seat of arbitration. Since the agreement did not expressly designate a seat, it argued that the courts in Assam retained jurisdiction because the cause of action had substantially arisen there. It further submitted that IWAI had waived its jurisdictional objection by participating in the earlier writ proceedings without questioning the jurisdiction of the Gauhati High Court.
Conversely, IWAI argued that Noida was the designated venue for the entire arbitral proceedings and, in the absence of any contrary indication, constituted the juridical seat of arbitration. Consequently, only the courts exercising jurisdiction over Noida were competent to entertain proceedings under the Arbitration Act. Although IWAI also raised a limitation objection, the Court found it unnecessary to decide that issue after concluding that it lacked territorial jurisdiction.
Court’s Analysis
Justice Soumitra Saikia dismissed the petition while granting liberty to the petitioner to approach the competent courts exercising jurisdiction over Noida.
The Court commenced its analysis by examining Section 20 of the Arbitration and Conciliation Act. It reiterated that Sections 20(1) and 20(2) govern the determination of the seat of arbitration, whereas Section 20(3) merely enables hearings to be conducted at locations convenient to the tribunal or the parties without altering the designated seat. Accordingly, while hearing venues may change, the juridical seat remains the legal centre of gravity governing the arbitration and identifying the court that exercises supervisory jurisdiction under Section 2(1)(e).
The Court placed particular reliance on BGS SGS SOMA JV v. NHPC Ltd.2, which consolidated the Supreme Court’s earlier jurisprudence in BALCO, Indus Mobile Distribution Pvt. Ltd., and Brahmani River Pellets Ltd. The Court also referred to Roger Shashoua (I), as approved in Roger Shashoua (II)3, and the Supreme Court’s recent decision in Arif Azim Co. Ltd. v. Micromax Informatics FZE4, which synthesised the governing principles on the distinction between the seat and venue of arbitration.
Synthesising these authorities, the Court held that the determination of the seat ultimately depends upon the contractual intention discernible from the arbitration agreement as a whole. Relying upon Arif Azim, it reiterated that a venue will ordinarily be construed as the seat where: (i) only one place is designated; (ii) the designated place anchors the entire arbitral proceedings; and (iii) there are no significant contrary indicia suggesting that the place was intended merely as a convenient venue.
Examining the arbitration clause in the context of the agreement as a whole, the Court found that Noida was the only location designated for the arbitral proceedings. There was no contractual provision indicating that Noida had been chosen merely for conducting hearings or that another location was intended to function as the seat. In the absence of any contrary indicia, the Court concluded that Noida constituted the juridical seat under Section 20(1).
Having determined the seat, the Court reiterated that the principles laid down in Swastik Gases5, Indus Mobile6, Brahmani River Pellets7, BGS SGS SOMA8, and BBR (India) Pvt. Ltd.9 establish that the courts exercising jurisdiction over the designated seat alone possess supervisory jurisdiction over arbitration proceedings, including applications for appointment of arbitrators.
The Court also rejected the petitioner’s contention that IWAI had waived its jurisdictional objection by participating in the earlier writ proceedings. It observed that the earlier proceedings arose under the High Court’s constitutional jurisdiction and not under the Arbitration Act. Significantly, no proceedings under Sections 9, 11, 17 or any other provision of the Arbitration Act had previously been instituted before any court in Assam. Consequently, the respondents’ conduct in the writ proceedings neither altered the parties’ contractual choice of seat nor created any estoppel against raising the jurisdictional objection in the arbitration proceedings.
Conclusion
The decision is another significant affirmation of the Supreme Court’s evolving jurisprudence on the distinction between the seat and venue of arbitration. It confirms that where parties designate a single location for the arbitral proceedings without any significant contrary indication, courts will ordinarily construe that location as the seat of arbitration, thereby conferring exclusive supervisory jurisdiction upon the courts exercising territorial jurisdiction over that place.
The judgment is particularly relevant for infrastructure, construction and government procurement contracts, where projects are frequently executed in one State while arbitration is contractually anchored in another neutral location. It serves as an important reminder that arbitration clauses should clearly distinguish between the “seat”, “venue” and “place” of arbitration instead of assuming that courts will infer the intended legal consequences.
As commercial contracts increasingly adopt standard-form arbitration clauses, Techno Steel reinforces that jurisdictional disputes are often won or lost at the drafting stage itself. Careful and precise drafting remains the most effective safeguard against avoidable procedural challenges and ensures that the parties’ chosen dispute resolution framework is given full effect.
Citations
Expositor(s): Adv. Jahnobi Paul, Intern Siddhant Taneja
