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HomeHigh CourtDelhi High CourtAnsal Housing Limited vs Ss Infrastructures Pvt. Ltd on 17 February, 2026

Ansal Housing Limited vs Ss Infrastructures Pvt. Ltd on 17 February, 2026

Delhi High Court

Ansal Housing Limited vs Ss Infrastructures Pvt. Ltd on 17 February, 2026

                          $~
                          *  IN THE HIGH COURT OF DELHI AT NEW DELHI
                          %                                        Judgment reserved on: 04.02.2026
                                                                Judgment pronounced on: 17.02.2026

                          +      O.M.P.(I) (COMM.) 43/2026, I.A. 2992/2026 (Ex.) & I.A.
                                 2993/2026 (Seeking permission to filed lengthy synopsis and
                                 list of dates)

                                 ANSAL HOUSING LIMITED                  .....Petitioner
                                             Through: Mr. J. Sai Deepak, Senior
                                                       Advocate along with Mr. Sonal
                                                       Kumar Singh, Mr. Suarj Raj
                                                       Kesherwani, Mr. Yashvardhan
                                                       Singh Gohil and Mr. B. Sidhi
                                                       Pramodh Rayudu, Advocates.
                                             versus

                                 SS INFRASTRUCTURES PVT. LTD.                        .....Respondent
                                              Through:

                          +
                                 O.M.P.(I) (COMM.) 44/2026, I.A. 2994/2026 (Ex.) & I.A.
                                 2995/2026 (Seeking permission to filed lengthy synopsis and
                                 list of dates)


                                 ANSAL HOUSING LIMITED                  .....Petitioner
                                             Through: Mr. J. Sai Deepak, Senior
                                                       Advocate along with Mr. Sonal
                                                       Kumar Singh, Mr. Suarj Raj
                                                       Kesherwani, Mr. Yashvardhan
                                                       Singh Gohil and Mr. B. Sidhi
                                                       Pramodh Rayudu, Advocates.
                                             versus

                                 KAMAL CONSULTANTS PVT. LTD.                         .....Respondent
                                                         Through:


Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
                          O.M.P.(I) (COMM.) 43/2026 & connected matter                  Page 1 of 18
Signing Date:19.02.2026
16:40:13
                                    CORAM:
                                   HON'BLE MR. JUSTICE HARISH VAIDYANATHAN
                                   SHANKAR
                                                           JUDGMENT

HARISH VAIDYANATHAN SHANKAR, J.

1. The present Petitions, being O.M.P.(I) (COMM.) 43/2026 and
O.M.P.(I)(COMM.) 44/2026, have been filed under Section 9 of the
Arbitration and Conciliation Act, 19961. In both Petitions, the
prayers are identically worded and, in substance, read as follows:

―a) Grant an interim injunction restraining the Respondent, from
alienating, transferring, encumbering, or otherwise dealing with its
respective portions of the project land, and from issuing or
publishing any further public notices, statements, or
communications that dilute, impair, or challenge the Petitioner’s
development rights in the project;

b) Restrict and restrain the Respondent from acting upon the
Termination Letters and the Public Notice, and stay the effect and
operation thereof during the pendency of the present proceedings;

c) Direct the parties to maintain status quo with respect to the title,
nature, character, possession, and physical condition of the project
land, including any constructions or developments thereon;

d) Restrain and direct the Respondent from taking any action that
would nullify, withdraw, suspend, or otherwise affect the validity,
operation, or efficacy of any statutory approvals, sanctions,
permissions, or clearances already obtained by the Petitioner for
the development and execution of the Project and any further
action that Petitioner may take of the similar manner; and

e) Pass such other or further orders as this Hon’ble Court may
deem fit and proper in the facts and circumstances of the case, in
the interest of justice.‖

2. At the outset, in both Petitions, the Petitioner has asserted that
this Court possesses the requisite territorial jurisdiction to entertain the
present petitions under Section 9 of the A&C Act, in view of the

1
A&C Act

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 2 of 18
Signing Date:19.02.2026
16:40:13
arbitration agreement between the parties designating Delhi as the
place of arbitration.

3. It is submitted that the designation of Delhi as the place of
arbitration constitutes the juridical seat, thereby conferring
supervisory jurisdiction upon the Courts at Delhi in relation to all
arbitration-related proceedings.

4. Since the limited issue that arises for consideration pertains to
the jurisdiction of this Court to entertain the present petitions, which
have been filed by the same Petitioner and arise out of similar
contracts, for the sake of convenience and consistency, reference shall
be made to the particulars of O.M.P.(I)(COMM.) 44/2026, unless the
context otherwise requires.

5. The reliefs sought in the present Petitions arise out of and are
predicated upon the Joint Development Agreement dated
14.08.20142 and, in particular, Clause nos. 19 and 20 thereof, being
the arbitration clause between the parties, which reads as under:

―19. That in the event of any dispute or difference arising
between the Parties hereto, relating to or connected with this
Agreement or claims pertaining thereto or as to the meaning or
construction of the terms and conditions contained herein or
application thereof, during the subsistence of this Agreement or
after the termination thereof, the Parties shall mutually try to
resolve such disputes & differences amicably and in good faith
through mediation and conciliation within 15 (Fifteen) days of the
said dispute of difference or within such extended period as the
Parties may mutually agree in writing. However, in the event such
disputes/differences cannot be amicably resolved, as aforesaid,
then the same shall be referred to the arbitration of a Sole
Arbitrator to be appointed mutually by the parties, whose decision
shall be binding on all the parties. The arbitration proceedings shall
be carried on in accordance with the provisions of the Arbitration
and Conciliation Act, 1996
or any statutory
amendments/modifications thereto for the time being in force and

2
JDA

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 3 of 18
Signing Date:19.02.2026
16:40:13
the place of Arbitration shall be Delhi only. The fee of the
arbitrator shall be paid equally by the parties.

20. That this Agreement is subject to jurisdiction of Courts at
Meerut.‖
(emphasis supplied)

6. It would be averred on behalf of the Petitioner that, in view of
the arbitration clause contained in Clause 19 of the JDA, which
stipulates that ―the place of arbitration shall be Delhi only‖, the said
clause constitutes the designation of the juridical seat of arbitration.

7. It would be strenuously urged that by virtue of such
designation, the arbitration clause would prevail over the subsequent
general jurisdiction clause succeeding Clause 19 of the JDA, and
consequently, the Courts at Delhi would have exclusive supervisory
jurisdiction in respect of arbitration-related proceedings arising out of
the JDA.

8. In pursuance of the aforesaid submissions, learned Senior
Counsel for the Petitioner would contend that the legal position in this
regard stands authoritatively settled by the Constitution Bench of the
Hon’ble Supreme Court in Bharat Aluminium Co. v. Kaiser
Aluminium Technical Services Inc.3
, wherein it has been held that
the expression ―place‖ occurring in Sections 20(1) and 20(2) of the
A&C Act, is to be construed as the juridical seat of arbitration, and
that the courts of the seat alone would exercise supervisory
jurisdiction over arbitral proceedings.

9. It would thus be submitted that once Delhi has been expressly
designated as the ―place of arbitration‖ in Clause 19 of the JDA, the
same necessarily vests exclusive jurisdiction in the courts at Delhi for

3
(2012) 9 SCC 552

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 4 of 18
Signing Date:19.02.2026
16:40:13
all proceedings arising out of or in connection with the arbitration, and
the subsequent general jurisdiction clause cannot be construed so as to
dilute or override the effect of the seat clause. The relevant portion of
the Bharat Aluminium Co. (supra) is reproduced hereinunder:

―98. We now come to Section 20, which is as under:

―20. Place of arbitration. – (1) The parties are free to
agree on the place of arbitration.

(2) Failing any agreement referred to in sub-section (1),
the place of arbitration shall be determined by the Arbitral
Tribunal having regard to the circumstances of the case,
including the convenience of the parties.

(3) Notwithstanding sub-section (1) or sub-section (2), the
Arbitral Tribunal may, unless otherwise agreed by the
parties, meet at any place it considers appropriate for
consultation among its members, for hearing witnesses,
experts or the parties, or for inspection of documents,
goods or other property.‖
A plain reading of Section 20 leaves no room for doubt that where
the place of arbitration is in India, the parties are free to agree to
any ―place‖ or ―seat‖ within India, be it Delhi, Mumbai, etc. In the
absence of the parties’ agreement thereto, Section 20(2) authorises
the tribunal to determine the place/seat of such arbitration. Section
20(3)
enables the tribunal to meet at any place for conducting
hearings at a place of convenience in matters such as consultations
among its members for hearing witnesses, experts or the parties.‖

10. Learned Senior Counsel, Mr. J. Sai Deepak, appearing for the
Petitioner would further rely upon the judgment of the Hon’ble
Supreme Court in Indus Mobile Distribution Pvt. Ltd. v. Datawind
Innovations Pvt. Ltd.4
to contend that the designation of a seat of
arbitration operates as an exclusive jurisdiction clause, vesting
jurisdiction in the courts of the seat alone.

11. It would also be submitted that the Hon’ble Supreme Court has
categorically clarified that once the seat is determined, it is akin to an
exclusive jurisdiction clause, and the courts of the seat would alone
have jurisdiction over arbitral proceedings and applications arising

4
(2017) 7 SCC 678
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 5 of 18
Signing Date:19.02.2026
16:40:13
therefrom. The relevant portion of the Indus Mobile Distribution Pvt.

Ltd. (supra) is reproduced hereinunder:

―18. The amended Act, does not, however, contain the aforesaid
amendments, presumably because the BALCO v. Kaiser
Aluminium Technical Services Inc., (2012) 9 SCC 552 judgment
in no uncertain terms has referred to ―place‖ as ―juridical seat‖ for
the purpose of Section 2(2) of the Act. It further made it clear that
Sections 20(1) and 20(2) where the word ―place‖ is used, refers to
―juridical seat‖, whereas in Section 20(3), the word ―place‖ is
equivalent to ―venue‖. This being the settled law, it was found
unnecessary to expressly incorporate what the Constitution Bench
of the Supreme Court has already done by way of construction of
the Act.‖

12. Learned Senior Counsel would further place reliance upon the
judgment of the Co-ordinate Bench of this Court in Cinépolis India
Pvt. Ltd. v. Celebration City Projects Pvt. Ltd.5
to contend that even
where a separate clause confers jurisdiction upon courts at another
place, the designation of a particular city as the ―place of arbitration‖
would prevail and would be construed as the juridical seat. It would be
submitted that in the present case, though a subsequent clause confers
jurisdiction upon the courts at Meerut, the specific stipulation that ―the
place of arbitration shall be Delhi only‖ must be given full effect,
thereby vesting exclusive supervisory jurisdiction in the courts at
Delhi for arbitration-related proceedings. The relevant portion of the
said judgement is reproduced hereinunder:

―20. A perusal of the said clause shows that the parties by
agreement had conferred exclusive jurisdiction on the subject
matter of the agreement on the courts in Ghaziabad, while the place
of the arbitration was New Delhi. Learned counsels for the
respondents primarily contend that in view of the exclusive
jurisdiction on the subject matter of the agreement being in
Ghaziabad and the cause of action having arisen at Ghaziabad, this
Court would have no territorial jurisdiction. The place of
arbitration is of no significance as it was only decided as a
5
2020 SCC OnLine Del 301
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 6 of 18
Signing Date:19.02.2026
16:40:13
convenient venue for the proceedings to be held. Per contra, the
principle contention of the petitioner is that the arbitration clause
between the parties clearly provides that the place of arbitration
shall be Delhi and once a seat is designated, it is akin to an
exclusive jurisdiction clause and even though no part of cause of
action may have arisen at the neutral venue, the Court where the
place or seat is determined will have exclusive jurisdiction.

21. Having examined the respective contentions of the parties on
this issue, I am of the view that there is no merit in the contention
of the respondents. A bare perusal of the arbitration clause shows
that the parties have clearly designated New Delhi as the place for
arbitration proceedings. While it is true that the arbitration clause
does not specifically use the word ―seat‖ but it is no longer res
integra that the term ―place‖ would be the ―juridical seat‖ for the
purpose of Section 2(2) of the Act. It has also been settled by
various judgments that the word ―place‖ would refer to ‗juridical
seat’ for the purpose of Section 20(1) and Section 20(2) of the Act
whereas in Section 20(3) the word ―place‖ is equivalent to
―venue‖. This position of law is clear from reading of the judgment
of the Constitution Bench in the case of BALCO (supra) and Indus
Mobile Distribution Private Limited
(supra).‖

13. Without prejudice to the aforesaid, reliance would also be
placed upon the judgment of the Co-ordinate Bench in Manmohan
Kapani v. Kapani Resorts Pvt. Ltd. & Ors.6
to submit that a general
jurisdiction clause in favour of courts at Meerut operates in a distinct
sphere and cannot override a specific clause designating Delhi as the
seat of arbitration. It would be urged that on a harmonious
construction of the clauses, disputes not referable to arbitration may
be subject to the jurisdiction of courts at Meerut; however, insofar as
proceedings arising out of the arbitration agreement are concerned, the
courts at Delhi, being the courts of the seat, alone would have
jurisdiction.

14. Learned Senior Counsel would lastly contend that the use of the
expression ―only‖ in Clause 19 of the JDA is of determinative

6
2023 SCC OnLine Del 1618

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 7 of 18
Signing Date:19.02.2026
16:40:13
significance and manifests the unequivocal intention of the parties to
confer exclusivity upon the courts at Delhi in respect of arbitration
proceedings.

15. It would be submitted that the subsequent generic clause
conferring jurisdiction upon the courts at Meerut does not employ any
restrictive expression such as ―only‖ or ―exclusively‖, and therefore
cannot be construed as overriding the specific arbitration clause. On a
harmonious construction, it would be urged that the clause conferring
jurisdiction upon Meerut courts would apply to non-arbitral disputes,
whereas, for proceedings arising out of the arbitration agreement, this
Court would alone have jurisdiction.

ANALYSIS:

16. This Court has heard learned Senior Counsel appearing on
behalf of the Petitioner and has perused the material placed on record,
including the judgments relied upon in support of his submissions.

17. The fulcrum of the Petitioner’s submission rests upon Clause 19
of the JDA, whereby it is stipulated that the ―place of arbitration shall
be Delhi only‖.

18. Undoubtedly, the said clause has been pressed into service to
found the jurisdiction of this Court. However, a careful reading of the
pleadings would disclose that the JDA is not a standalone instrument,
but rather one among a series of interlinked agreements executed inter
se the parties as part of a larger commercial framework.

19. It is an admitted position emerging from the record that the
foundational and umbrella agreement governing the relationship
between the stakeholders is the Memorandum of Understanding

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 8 of 18
Signing Date:19.02.2026
16:40:13
dated 04.04.20127. The subsequent Consortium Agreement dated
20.02.20148 and the JDA were executed in furtherance of, and subject
to, the overarching rights and obligations crystallised under the MoU.

20. It is, therefore, the MoU which constitutes the genesis of the
entire transaction and forms the substratum upon which the
subsequent contractual architecture rests.

21. A perusal of the dispute resolution clauses contained in the
MoU reveals that while the venue of arbitration is stipulated to be
New Delhi, the MoU itself is expressly subjected to the jurisdiction of
the Courts at Meerut. The distinction between ―place‖ and ―venue‖ of
arbitration assumes critical importance in this context. The relevant
portions of the MoU with respect to the dispute resolution clause are
reproduced below:

―17. That in case of any dispute, this MOU shall be subject to
the provisions of Indian Arbitration at Conciliation Act 1996 and
venue of Arbitration will be New Delhi.

18. That this MOU is subject to jurisdiction of Courts at
Meerut.‖

22. The contractual architecture of Clause nos. 17 and 18 of the
MoU, when read harmoniously and in a commercially sensible
manner, leaves no room for ambiguity. The parties have consciously
employed the expression ―venue of arbitration will be New Delhi‖ in
Clause 17, while, in Clause 18, they have categorically stipulated that
the MoU ―is subject to jurisdiction of Courts at Meerut‖.

23. In the considered opinion of this Court, this deliberate textual
choice in the MoU cannot be rendered otiose. As noticed by the Co-

ordinate bench of this Court in Cravantas Media Private Limited v.

7

MoU
8
Consortium Agreement
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 9 of 18
Signing Date:19.02.2026
16:40:13
Jharkhand State Co. Operative Milk Producers Federation Ltd. and
Another 9, the law draws a principled distinction between the juridical
seat of arbitration – which determines supervisory jurisdiction – and
the venue, which is merely the geographical location where arbitral
sittings may be conducted for reasons of convenience.

24. The jurisprudential principle enunciated in Cravantas Media
Limited
(supra) assumes direct relevance in the present case. In that
matter, though the arbitration clause stipulated that the venue of
arbitration would be Ranchi, the agreement simultaneously conferred
sole and exclusive jurisdiction upon the courts at Delhi. Upon a
harmonious construction of the clauses, this Court held that Ranchi
was merely the venue for arbitral sittings, whereas Delhi, by virtue of
the express jurisdiction clause embedded within the dispute resolution
article itself, constituted the juridical seat.

―2. Respondent no. 1 had floated a tender for availing media
services relating to media support. Subsequently, on 28.11.2017, a
Work Order [Work Order bearing No. JMF/171/2017] was issued
by the respondents in favour of the petitioner and the petitioner
was appointed as the media agency to handle the brand buildings,
creative developments and creative disseminations for a period of
one year with effect from 01.12.2017. Thereafter, on 15.01.2018,
the parties entered into a formal agreement captioned ‗Service
Agreement’ (hereafter referred to as ‗the Agreement’). The
Agreement includes an Arbitration Clause that reads as under:

―16. Dispute Resolution and Governing Law
16.1 In case of any issue, dispute, controversy or claim
between the Parties to the Agreement wherein Parties
disagree on the interpretation of the other Party arising out
of this Agreement, or any other document or, invalidity or
termination Agreement executed in connection with this
Agreement including the breach thereof, the issue will be
first re referred to the senior management of both the
Parties for resolution who shall act as the
negotiators/mediators and shall use all reasonable
endeavors to negotiate with a view to resolving the dispute
amicably. If the issue remains unresolved even after thirty
9
2021 SCC OnLine Del 5350
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 10 of 18
Signing Date:19.02.2026
16:40:13
(30) days after reference, the dispute would then be dealt
with in accordance with Clause (sic) 16.2.

16.2 The arbitration of any dispute, controversy or charm
shall be conducted by a single arbitrator selected by the
Parties in accordance with the rules of the Indian
Arbitration & Conciliation Act, 1996
. The language of the
arbitration shall be English. The venue of arbitration shall
be Ranchi. The cost of arbitration will be borne by the
both Parties as directed by the arbitrator.

16.3 The Parties acknowledge that the immediate
remedies at law may be sometimes inadequate, the Parties
shall therefore be entitled to seek additional injunctive
relief in the event of any material breach of this
Agreement.

16.4 All remedies available to other Party under this
Agreement are cumulative and may be exercised
concurrently or separately, the exercise of any one remedy
will not be deemed an election of such remedy to the
exclusion of other remedies; and the rights and remedies
of the parties as set forth in this Agreement are not
exclusive and are in addition to any other rights and
remedies available to it at law or in equity.

16.5 This Agreement shall be interpreted and governed by
the laws of India without regard to conflict of law
provisions and any disputes arising out of this Agreement
shall be subject to the sole and exclusive jurisdiction of
courts of Delhi.‖
*****

11. The question whether the intention of the parties in specifying
a location for arbitral proceedings is merely to fix a convenient
‗venue’ or a seat/place of arbitration has to be ascertained from the
language of the arbitration agreement.

12. In the present case, Clause 16.5 of the Agreement expressly
provides that if any disputes arise out of the Agreement, the same
would be subject to the sole and exclusive jurisdiction of the
Courts at Delhi. It is also necessary to note that Clause 16.5 is part
of Article 16 of the Agreement, which is captioned ―Disputes
Resolution and Governing Law’. Thus, Clause 16.2 and 16.5 of the
Agreement are required to be read together to ascertain the
intention of the parties.

13. Clause 16.2 of the Agreement uses the word ―venue‖. This
clearly indicates that the parties had agreed that the venue of the
arbitration shall be Ranchi and not the place of arbitration. It is
clear from a conjoint reading of the two clauses (Clause 16.2 and
16.5 of the Agreement) that the parties had agreed that the venue of
arbitration would be Ranchi but the court at Delhi would have the
exclusive jurisdiction. Thus, Ranchi must be considered only as the
venue of arbitration and not the place or seat of arbitration.

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 11 of 18
Signing Date:19.02.2026
16:40:13

*****

15. On a plain reading of Article 16 of the Agreement, it is
apparent that the parties had agreed that the venue of the arbitration
would be Ranchi. However, that does not lead to the conclusion
that the arbitration would be seated at Ranchi.

16. This Court is unable to accept that Clause 16.5 is only
restricted to civil proceedings other than arbitration. The placement
of the Clause 16.5 in Article 16 of the Agreement, which relates to
―Dispute Resolution‖, indicates to the contrary.‖

25. Applying the same interpretative discipline to the MoU at hand,
it is evident that the parties have consciously designated New Delhi
only as the venue of arbitration under Clause 17 of the MoU, while
unequivocally subjecting the MoU to the jurisdiction of the Courts at
Meerut under Clause 18.

26. The legislative scheme under Section 20 of the A&C Act,
accords juridical consequence to the ―place‖ of arbitration and not to
the ―venue‖. In the absence of an express stipulation declaring New
Delhi as the place or seat, and in the presence of a categorical
jurisdiction clause in favour of Meerut, the irresistible conclusion is
that New Delhi was intended merely as the situs of arbitral
proceedings for convenience, whereas Meerut was envisaged as the
forum exercising curial and supervisory authority. To construe
otherwise would be to efface Clause 18 from the MoU and distort the
contractual intent.

27. The aforesaid interpretative discipline requiring a harmonious
and composite reading of the dispute resolution clause to discern
whether a stipulated location constitutes the juridical seat or merely
the venue of arbitration – has attained the status of a settled principle
of law. The approach of examining the arbitration clause in
conjunction with the governing law and jurisdiction clauses, so as to
ascertain the true intention of the parties regarding supervisory
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 12 of 18
Signing Date:19.02.2026
16:40:13
jurisdiction, has been consistently followed by Co-ordinate Benches
of this Court in Meenakshi Nehra Bhat v. Wave Megacity Centre
Private Limited10
and Kush Raj Bhatia v. DLF Power and Services
Limited11
, thereby reinforcing that the mere designation of a venue
does not, in the absence of clear language, amount to the fixation of
the juridical seat.

28. This Court also finds it apposite to refer to the judgment of the
Hon’ble Supreme Court in Swastik Gases (P) Ltd. v. Indian Oil
Corporation Ltd.12
, wherein it has been categorically held that the
absence of expressions such as ―only‖, ―exclusively‖ or ―alone‖ in a
jurisdiction clause does not detract from, nor dilute, the manifest
intention of the parties to confer exclusive jurisdiction upon a
particular court; and that such a clause must be accorded its natural
and ordinary meaning so as to give effect to the contractual stipulation
agreed between the parties. The relevant portions of the judgment are
reproduced hereinbelow:

―28. Section 11(12)(b) of the 1996 Act provides that where the
matters referred to in sub-sections (4), (5), (6), (7), (8) and (10)
arise in an arbitration other than the international commercial
arbitration, the reference to ―Chief Justice‖ in those sub-sections
shall be construed as a reference to the Chief Justice of the High
Court within whose local limits the Principal Civil Court referred
to in Section 2(1)(e) is situate, and where the High Court itself is
the court referred to in clause (e) of sub-section (1) of Section 2, to
the Chief Justice of that High Court. Clause (e) of sub-section (1)
of Section 2 defines ―court‖ which means the Principal Civil Court
of Original Jurisdiction in a district, and includes the High Court in
exercise of its ordinary civil jurisdiction, having jurisdiction to
decide the questions forming the subject-matter of the arbitration if
the same had been the subject-matter of a suit, but does not include
any civil court of a grade inferior to such Principal Civil Court, or
any Court of Small Causes.

10

2022 SCC OnLine Del 3744
11
2022 SCC OnLine Del 3309
12
(2013) 9 SCC 32
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
O.M.P.(I) (COMM.) 43/2026 & connected matter Page 13 of 18
Signing Date:19.02.2026
16:40:13

29. When it comes to the question of territorial jurisdiction relating
to the application under Section 11, besides the above legislative
provisions, Section 20 of the Code is relevant. Section 20 of the
Code states that subject to the limitations provided in Sections 15
to 19, every suit shall be instituted in a court within the local limits
of whose jurisdiction:

(a) the defendant, or each of the defendants where
there are more than one, at the time of commencement of
the suit, actually and voluntarily resides, or carries on
business, or personally works for gain; or

(b) any of the defendants, where there are more than
one, at the time of the commencement of the suit, actually
and voluntarily resides, or carries on business, or
personally works for gain, provided that in such case
either the leave of the court is given, or the defendants
who do not reside, or carry on business, or personally
work for gain, as aforesaid, acquiesce in such institution;
or

(c) the cause of action, wholly or in part arises.

30. The Explanation appended to Section 20 clarifies that a
corporation shall be deemed to carry on business at its sole or
principal office in India or, in respect of any cause of action arising
at any place where it has also a subordinate office, at such place.

31. In the instant case, the appellant does not dispute that part of
cause of action has arisen in Kolkata. What appellant says is that
part of cause of action has also arisen in Jaipur and, therefore, the
Chief Justice of the Rajasthan High Court or the designate Judge
has jurisdiction to consider the application made by the appellant
for the appointment of an arbitrator under Section 11. Having
regard to Section 11(12)(b) and Section 2(e) of the 1996 Act read
with Section 20(c) of the Code, there remains no doubt that the
Chief Justice or the designate Judge of the Rajasthan High Court
has jurisdiction in the matter. The question is, whether parties by
virtue of Clause 18 of the agreement have agreed to exclude the
jurisdiction of the courts at Jaipur or, in other words, whether in
view of Clause 18 of the agreement, the jurisdiction of the Chief
Justice of the Rajasthan High Court has been excluded?

32. For answer to the above question, we have to see the effect of
the jurisdiction clause in the agreement which provides that the
agreement shall be subject to jurisdiction of the courts at Kolkata.
It is a fact that whilst providing for jurisdiction clause in the
agreement the words like ―alone‖, ―only‖, ―exclusive‖ or
―exclusive jurisdiction‖ have not been used but this, in our view, is
not decisive and does not make any material difference. The
intention of the parties–by having Clause 18 in the agreement–is
clear and unambiguous that the courts at Kolkata shall have
jurisdiction which means that the courts at Kolkata alone shall
have jurisdiction. It is so because for construction of jurisdiction
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clause, like Clause 18 in the agreement, the maxim expressio unius
est exclusio alterius comes into play as there is nothing to indicate
to the contrary. This legal maxim means that expression of one is
the exclusion of another. By making a provision that the agreement
is subject to the jurisdiction of the courts at Kolkata, the parties
have impliedly excluded the jurisdiction of other courts. Where the
contract specifies the jurisdiction of the courts at a particular place
and such courts have jurisdiction to deal with the matter, we think
that an inference may be drawn that parties intended to exclude all
other courts. A clause like this is not hit by Section 23 of the
Contract Act at all. Such clause is neither forbidden by law nor it is
against the public policy. It does not offend Section 28 of the
Contract Act in any manner.

*****

37. In my opinion, the very existence of the exclusion of
jurisdiction clause in the agreement would be rendered
meaningless were it not given its natural and plain meaning. The
use of words like ―only‖, ―exclusively‖, ―alone‖ and so on are not
necessary to convey the intention of the parties in an exclusion of
jurisdiction clause of an agreement. Therefore, I agree with the
conclusion that jurisdiction in the subject-matter of the proceedings
vested, by agreement, only in the courts in Kolkata.

*****
Conclusion

57. For the reasons mentioned above, I agree with my learned
Brother that in the jurisdiction clause of an agreement, the absence
of words like ―alone‖, ―only‖, ―exclusive‖ or ―exclusive
jurisdiction‖ is neither decisive nor does it make any material
difference in deciding the jurisdiction of a court. The very
existence of a jurisdiction clause in an agreement makes the
intention of the parties to an agreement quite clear and it is not
advisable to read such a clause in the agreement like a statute. In
the present case, only the courts in Kolkata had jurisdiction to
entertain the disputes between the parties.‖

29. The contention advanced on behalf of the Petitioner, premised
on the designation of Delhi as the ―place‖ of arbitration in the JDA, is,
at first blush, attractive and legally tenable in isolation. However, such
a submission can hold good only if the JDA were to be regarded as the
exclusive and self-contained instrument governing the entirety of
disputes between the parties. The present factual matrix, however,
does not admit of such a simplistic compartmentalisation.

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30. It is an admitted position that the MoU and the Consortium
Agreement were executed among multiple parties, and not merely
between the present Petitioner and the Respondent. These agreements
delineate a composite commercial venture involving numerous
stakeholders whose rights and obligations are inextricably interwoven.
The MoU, being the umbrella agreement, constitutes the primary
charter of rights and obligations; the Consortium Agreement and the
JDA are but sequels thereto, intended to operationalise specific
components of the larger project.

31. Significantly, the Consortium Agreement does not specify any
place or seat of arbitration. The JDA, on the other hand, is confined to
the Petitioner and the present Respondent alone, and none of the other
signatories to the MoU or the Consortium Agreement are parties
thereto. Thus, the JDA represents a segmental arrangement within a
broader contractual constellation.

32. The development envisaged under the MoU and the Consortium
Agreement is holistic and composite in character. The JDA pertains
only to a fragment of the larger project area contemplated under the
MoU framework. To permit the Petitioner to isolate the JDA from its
contractual moorings and to invoke Clause 19 of the JDA thereof as
the sole determinant of jurisdiction would be to permit fragmentation
of a composite transaction, thereby unsettling the contractual
equilibrium consciously crafted by the parties.

33. The pleadings themselves demonstrate that disputes have arisen
not merely between the Petitioner and the Respondent under the JDA,
but also with respect to the obligations and performance under the
MoU and the Consortium Agreement. The disputes are thus neither

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confined to, nor capable of being neatly severed from, the umbrella
arrangement.

34. In these circumstances, the Court cannot lose sight of the
admitted position that the JDA is but one agreement among a suite of
interdependent instruments emanating from the foundational MoU.
The determination of jurisdiction must, therefore, be undertaken with
reference to the principal agreement which governs the field and from
which the subsequent agreements derive their vitality.

35. The MoU, being the foundational document, stipulates that the
venue of arbitration shall be New Delhi, while simultaneously
subjecting the agreement to the jurisdiction of the Courts at Meerut.
The deliberate use of the expression ―venue‖ in the MoU, as opposed
to ―place,‖ assumes determinative significance. In the absence of an
express designation of New Delhi as the juridical seat in the MoU, the
reference to New Delhi as the venue cannot ipso facto be elevated to
the status of a seat conferring exclusive supervisory jurisdiction.

36. It is further not in dispute that the parties are substantially based
in Meerut; the MoU was executed at Meerut; and various proceedings
inter se the parties are presently pending before courts at Meerut. The
commercial and territorial nexus of the transaction is thus indubitably
anchored in Meerut. When the umbrella agreement expressly subjects
itself to the jurisdiction of the Courts at Meerut, such stipulation
cannot be rendered otiose by isolating a subsequent segmental
agreement.

37. The jurisprudence on arbitration must advance coherence and
commercial certainty. It would be antithetical to these objectives to
permit parties to disaggregate a composite contractual framework and,

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by selective invocation of a subsequent clause, re-engineer the forum
of adjudication contrary to the principal agreement. The distinction
between venue and seat, though subtle, is of profound jurisdictional
consequence. Where the umbrella agreement consciously designates a
venue in one city and subjects itself to the jurisdiction of courts in
another, the latter cannot be eclipsed absent a clear and unequivocal
stipulation altering the juridical seat for the entire transaction.

38. In view of the aforesaid, this Court is of the considered opinion
that the MoU, being the principal and governing instrument, must take
precedence in determining jurisdiction. The stipulation therein
conferring jurisdiction upon the Courts at Meerut cannot be diluted by
the subsequent JDA, which is limited in scope and parties.

CONCLUSION:

39. In view of the foregoing discussion and for the reasons
aforestated, this Court is constrained to hold that it lacks territorial
jurisdiction to entertain the present petitions. Both petitions are,
accordingly, dismissed on the ground of want of territorial
jurisdiction.

40. It is, however, clarified that the Petitioner shall be at liberty to
pursue such remedies as may be available to it in law before the Court
of competent jurisdiction.

41. In consequence of the dismissal of the Petitions, the pending
application(s), if any, stand disposed of.

42. No order as to costs.

HARISH VAIDYANATHAN SHANKAR, J.

FEBRUARY 17, 2026/nd/kr
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