Delhi High Court
M/S Vserv Insurance Services Pvt Ltd vs M/S Dlf Limited & Ors on 27 July, 2026
Author: Prathiba M. Singh
Bench: Prathiba M. Singh
$~63
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of Decision: 27th July, 2026
Uploaded on: 30th July, 2026
+ FAO(OS) (COMM) 162/2026 & CM APPL. 42169/2026
M/S VSERV INSURANCE SERVICES PVT LTD .....Appellant
Through: Mr. Vijay Sharma, Adv.
versus
M/S DLF LIMITED & ORS. .....Respondents
Through: Mr. Rakesh Khanna, Sr. Adv., Ms.
Nandini Gore, Mr. Akhil Abraham
Roy, Mr. Rohan Khanna, Ms. Swati
Bhardwaj and Mr. Vedant Choudhary,
Advs. (Mob. 90197 25455).
CORAM:
JUSTICE PRATHIBA M. SINGH
JUSTICE VIKAS MAHAJAN
JUDGMENT
Prathiba M. Singh, J.
1. This hearing has been done through hybrid mode.
2. The present appeal has been filed by the Appellant under Section
37(1)(c) of the Arbitration and Conciliation Act, 1996 (hereinafter ‘the Act’)
read with Section 13(1A) of the Commercial Courts Act, 2015, inter alia,
assailing the impugned judgement dated 7th May, 2026 passed by the ld.
Single Judge in O.M.P. (COMM) 231/2026 titled ‘M/s Vserv Insurance
Services Pvt. Ltd. v. M/s DLF Limited and Ors.’ (hereinafter ‘the impugned
judgement’).
3. Vide the impugned judgement, the ld. Single Judge has dismissed the
Appellant’s petition under Section 34 of the Act.
Factual Background
4. The background of the present case is that, the Appellant and the
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Respondent No.1 had entered into a ‘Retail/Commercial Office Space Buyer’s
Agreement (hereinafter, ‘the SB Agreement’) dated 25th July, 2005. By the
said agreement, the Appellant had booked one Shop/Office space bearing no.
317 located on the third floor, having super area measuring 153.272 square
meters, of the ‘Galleria DLF Jalandhar’ situated in Khasra Nos. 3843 and
3844 at Nakodar Road, Jalandhar, Punjab (hereinafter, ‘the subject shop’).
5. Initially, the transaction was governed by the SB Agreement. The said
agreement had an arbitration clause for resolving the disputes between the
parties. The said clause is set out below:
“51. Arbitration
All or any disputes arising out of or touching upon or
in relation to the terms of this Agreement including the
interpretation and validity of the terms thereof and the
respective rights and obligations of the parties shall be
settled amicably by mutual discussion failing which the
same shall be settled through arbitration. The
arbitration proceedings shall be governed by the
Arbitration and Conciliation Act, 1996 or any
statutory amendments/modifications thereof for the
time being in force. The arbitration proceedings shall
be held at an appropriate location in Delhi or New
Delhi by a Sole Arbitrator who shall be appointed by
the Intending Seller and whose decision shall be final
and binding upon the parties. The Intending Allottee
hereby confirms that he/she shall have no objection to
this appointment even if the person so appointed, as the
arbitrator is an employee or advocate of the Intending
Seller or otherwise connected with the Intending Seller
and the Intending Allottee confirms that
notwithstanding such relationship/connection, the
Intending Allottee shall have no doubt as to the
independence or impartiality of the said Arbitrator.
The Courts at Jalandhar alone and the Punjab and
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the jurisdiction.”
6. Simultaneously, the parties also signed a ‘Tripartite Maintenance
Agreement’ dated 25th July, 2005.
7. After the payment of the entire sale consideration by the Appellant, a
Conveyance Deed dated 11th November, 2014 (hereinafter, the conveyance
deed’) was executed between the parties, and the same was duly registered
before the Sub Registrar, Jalandhar.
8. Pursuant thereto, the possession of the subject shop was also handed
over to the Appellant.
9. The Conveyance Deed had an arbitration clause being ‘Clause 38’, for
settlement of disputes between the parties. The said arbitration clause is as
under (hereinafter, ‘the arbitration clause’):
“…All or any disputes arising out of or relating to or
concerning or touching this Conveyance Deed including
the interpretation and validity of the terms thereof, shall
be referred by any party to a sole arbitrator who shall
be appointed by the Vendor and whose decision shall be
final and binding upon the parties. The Arbitration
proceedings shall be governed by the Arbitration &
Conciliation Act, 1996 or any statutory
amendments/modifications thereof for the time being
in force. The arbitration proceedings shall be held at
an appropriate location to be decided by the arbitrator.
The Vendee shall have no objection to such
appointment even if the person so appointed as the sole
arbitrator, is an employee or advocate of Vendor or is
otherwise connected to Vendor. The parties agree that
no other person shall have the power to appoint the
sole arbitrator. The Courts at Jalandhar alone and the
Punjab & Haryana High Court at Chandigarh shall
have the jurisdiction.”
10. Sometime in 2022, certain disputes had arisen between the parties,
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which led to the invocation of the arbitration clause by the Appellant.
11. The Appellant had approached the High Court of Punjab and Haryana
under Section 11(6) of the Act, for appointment of an Arbitrator. Vide order
dated 29th August, 2024 in Arb. Petition 417/2023, the Court had appointed
the ld. sole Arbitrator to adjudicate the disputes between the parties. The said
order dated 29th August, 2024 is set out below:
“1. Through instant application under Section 11(6) of
the Arbitration and Conciliation Act, 1996 (for short
‘1996 Act’), the applicant is seeking appointment of an
Arbitrator.
2. The applicant entered into agreement dated
25.07.2005 (Annexure P-2) with the respondent.
Thereafter, the parties executed conveyance deed dated
11.11.2014 (Annexure P-3). There is an arbitration
clause in the conveyance deed. The execution of
agreement & conveyance deed, arbitration clause in the
conveyance deed and service of notice under Section 21
of 1996 Act is not disputed.
3. Conditions to invoke power conferred by Section
11(6) of 1996 Act stand satisfied, thus, I hereby appoint
a sole Arbitrator to adjudicate the dispute between the
parties.
4. Mr. Justice Adarsh Kumar Goel, Retired Judge of
Supreme Court, residing at C-2/24, Safdarjung
Development Area, New Delhi- 110016, Mobile
No.9910213040 is hereby appointed as a Sole
Arbitrator to adjudicate the dispute between the
parties, subject to compliance of statutory
requirements. The learned Arbitrator is requested to
comply with mandate of Section 12 of 1996 Act before
proceeding further.
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5. Parties are directed to appear before the learned
Arbitrator on date, time and place to be fixed by the
Arbitrator at his convenience…”
12. Consequent to the appointment of the sole arbitrator, the arbitral
proceedings commenced, and the arbitral award was passed on 11th
December, 2025 (hereinafter, ‘the arbitral award’), whereby Claims No.
1,2,4 of the Appellant were not allowed and Claim No.3 was partly allowed,
by the ld. sole arbitrator.
13. The said arbitral award was challenged by the Appellant before the
learned Single Judge, by filing a petition under Section 34 of the Act.
14. Vide the impugned judgement, the ld. Single Judge has, held that the
ld. sole arbitrator was appointed by the High Court of Punjab and Haryana
and therefore, the Court at Jalandhar and the High Court of Punjab and
Haryana would have the exclusive jurisdiction over the subject matter.
15. Further, the Court observed that the mere stipulation in Clause 51 of
the SB Agreement, that the arbitration proceedings shall be held at an
appropriate location in Delhi, does not, by itself, confer jurisdiction upon the
High Court of Delhi.
16. Accordingly, the petition under Section 34 of the Act was rejected by
the ld. Single Judge. The observations of the ld. Single Judge are as under:
“…7. Thus, it is clear that even the appointment of the
sole arbitrator had been done by the Punjab and
Haryana High Court. Further, perusal of the aforesaid
clauses viz. Clause 38 of the Conveyance Deed and
Clause 51 of the Space Buyer’s Agreement, which
govern the relationship between the parties, clearly
shows that Courts at Jalandhar and the Punjab and
Haryana High Court at Chandigarh, alone shall have
jurisdiction.
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8. Thus, it is clear that the Courts at Jalandhar and the
Punjab and Haryana High Court at Chandigarh have
exclusive jurisdiction over the subject matter of the
present case.
9. The mere fact that Clause 51 of the Space Buyer’s
Agreement, as reproduced hereinabove, stipulates that
arbitration proceedings shall be held at an appropriate
location in Delhi or New Delhi, does not confer any
jurisdiction on this Court. The purpose of the aforesaid
Clause 51 is only to fix the venue of the arbitration
proceedings.
xxxx xxxx xxxx
17. This Court also takes note of the submission made
by learned counsel appearing for the respondent that
the respondents have already approached the Courts at
Jalandhar, and filed a petition under Section 34 of the
Arbitration Act challenging the Arbitral Award in
question in the present matter. He submits that the said
petition before the Jalandhar Court was listed on 18th
April, 2026, and notice has been issued for 22nd
September, 2026.
18. Accordingly, the present petition is disposed of in
the aforesaid terms, with liberty to the petitioner to
approach the appropriate Court of jurisdiction.”
17. It is this judgement of the ld. Single Judge which is under challenge in
the present appeal.
18. On 9th July, 2026, this Court had briefly heard the submissions on
behalf of the ld. Counsels for the parties. The Court had directed the ld.
Counsels for the parties to file a physical compilation of judgements they wish
to rely upon, by the next date.
19. Today, the ld. Counsels for the parties have placed on record their
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respective compilations of judgements.
Submissions of behalf of the parties
20. The submissions on behalf of Mr. Vijay Sharma, ld. Counsel for the
Appellant are as under:
(i) That the arbitration clause in the Conveyance Deed does not fix
the seat of arbitration and the entire arbitral proceedings were, in fact,
held in Delhi. Therefore, the Courts at Delhi would have jurisdiction to
entertain the challenge to the arbitral award, as Delhi is the seat of the
arbitration.
(ii) Reliance is placed upon the following decisions:
● J & K Economic Reconstruction Agency v. Rash
Builders India Private Limited 2026 SCC Online SC 596● Arbitration Petition No. 444/2017 titled ‘Mr. Raman
Deep Singh Taneja v. Crown Realtech Pvt. Ltd.’
21. On the other hand, Mr. Rakesh Khanna, ld. Sr. Counsel for the
Respondents has refuted the aforesaid contentions and has made the following
submissions:
(i) That a plain reading of the arbitration clause itself shows that
flexibility was provided in respect of the venue, for holding the arbitral
proceedings. However, the seat continued to be Jalandhar, with the
Punjab and Haryana High Court having jurisdiction.
(ii) Reliance is placed upon the following decisions:
● Arif Azim Company Limited v. Micromax
Informatics FZE. (2025)9 SCC 750
● J & K Economic Reconstruction Agency (Supra)
(iii) That the petition under Section 11(6) of the Act was also filed
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before the Punjab and Haryana High Court and the property is also
situated at Jalandhar. Thus, the seat would be Jalandhar.
22. The Court is also informed that the Respondent has also challenged the
arbitral award by way of a petition under Section 34 of the Act. The same is
pending before the Jalandhar Court.
23. In addition, after dismissal of the petition under Section 34 of the Act,
the Appellant has also filed a petition under Section 34 before the Jalandhar
Court, keeping in view the period of limitation, by way of abundant caution.
Analysis
24. Heard the ld. Counsel for the parties. The continuously vexed issue of
‘seat’ and ‘venue’ in arbitration proceedings also plagues the present case.
25. The Court has perused the arbitral clause in the Conveyance deed,
which have been extracted hereinabove. The said clause has the following
three components –
(a) That the arbitration proceedings are to be held at an appropriate
locations as may be decided by the Ld. Arbitrator;
(b) Courts at Jalandhar have been conferred with exclusive
jurisdiction by use of the term `Only’;
(c) The High Court of Punjab & Haryana shall have jurisdiction.
26. The first and foremost feature of the arbitration clause is that the parties
agreed that the arbitral proceedings can be held wherever the ld. Arbitrator
finds it convenient. Thus, the location for holding the arbitral proceedings was
not fixed in the arbitration clause and flexibility was left to the parties and the
ld. Arbitrator.
27. This would, however, not mean that the Seat was not fixed, as the last
sentence of the arbitral clause clearly states that the Courts at Jalandhar alone
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would have jurisdiction and that the Punjab and Haryana High Court at
Chandigarh would have jurisdiction.
28. The said term of the arbitral clause leaves no manner of doubt that the
parties agreed that the fulcrum of the dispute, and the Courts vested with
exclusive jurisdiction, would be governed by the seat at Jalandhar and the
supervisory jurisdiction of the Punjab and Haryana High Court, and not by
the venue, in respect of which flexibility was provided.
29. In fact, in the order dated 29th August, 2024 passed by the Punjab and
Haryana High Court, by which the learned sole Arbitrator was appointed, the
Court itself granted flexibility to the ld. Arbitrator to hold the arbitral
proceedings at an appropriate venue.
30. In this age of online hearings and arbitral proceedings, where the
ld. Arbitrator and the parties may participate in the proceedings from
different geographical locations, the venue of the arbitration cannot
determine the seat of the arbitration. To hold otherwise would render the
concept of the `Seat of arbitration’ uncertain and susceptible to
continuous change based on the convenience of the parties or the ld.
Arbitrator. The concept of Seat is not a dynamic one but one which stands
on a firm foundation rooted in the contract – especially the arbitration
clause.
31. This is also clear from the recent decision of the Supreme Court in J &
K Economic Reconstruction Agency (Supra) wherein vide judgement dated
15th April, 2026, the Court has summarised the distinction between ‘seat’ and
‘venue’ in arbitration proceedings. The relevant observations are set out
below:
“CASE LAW AND THE LEGAL PRINCIPLES:–
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12. The distinction between the seat and venue of
arbitration though, firmly embedded in arbitral
jurisprudence, continues to give rise to jurisdictional
errors. The present appeal exemplifies one such
instance, necessitating judicial correction. The core
issue is whether, despite an express designation of
Srinagar as seat of arbitration, the conduct of
proceedings and rendering of the award at New Delhi
would confer jurisdiction upon courts at New Delhi. In
order to answer this question, it becomes necessary to
revisit the well-settled principles governing the concept
of juridical seat of arbitration.
13. A Constitution Bench of this Court, recognised that
arbitration is anchored to the seat or place chosen by
the parties, and that the law of that seat governs the
arbitration. It was observed that Section 20 of the
Arbitration and Conciliation Act, 1996 embodies party
autonomy in the choice of seat, while also permitting,
under sub-section (3), the holding of hearings at a place
convenient to the parties. The distinction is both
deliberate and doctrinal: while the seat determines
jurisdiction and applicable law, the venue is merely a
matter of convenience for conducting proceedings.
14. A two-Judge Bench of this Court while placing
reliance on the “closest and most intimate connection”
test involved in English jurisprudence, held that seat
of arbitration is juridical home of arbitration and
where the agreement of the parties is clear, such
designation must be given full effect. Even in cases of
ambiguity, the seat is to be determined by identifying
the place with the closest and most intimate connection
to the arbitration.
15. Another two-Judge Bench of this Court
authoritatively expounded the concept of the “juridical
seat” and held that the designation of a seat of
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arbitration is akin to an exclusive jurisdiction clause.
It was observed that the expression “subject-matter of
arbitration” in Section 2(1)(e) of the Act is not to be
confused with the subject-matter of the suit, but rather
refers to the process of dispute resolution, thereby
identifying the court which exercises supervisory
jurisdiction over the arbitral proceedings. It was
further held that once a seat is designated, it operates
as the centre of gravity of the arbitration and vests
exclusive jurisdiction in the courts of that place for all
matters arising out of the arbitration, including
challenges to the arbitral award. The designation of a
seat, therefore, is not a matter of mere form, but
carries with it significant legal consequences.
16. The aforesaid principle has been affirmed by a
three-Judge Bench of this Court and it has been held
that the moment the seat is designated, it operates as
an exclusive jurisdiction clause, irrespective of
whether any part of the cause of action has arisen
there. Arbitration law, in this respect, departs from the
Code of Civil Procedure, permitting parties to choose a
neutral seat which may have no connection with the
underlying dispute, yet vests exclusive jurisdiction in the
Courts of that place.
17. A three-Judge Bench of this Court held that once the
seat of arbitration is designated, such clause becomes
the exclusive jurisdiction clause as a result of which
only the courts where the seat is located would have
jurisdiction to the exclusion of all other courts.
Recently, another three-Judge Bench of this Court
reaffirmed the principle that seat remains the judicial
anchor, determining both the applicable law and the
supervisory jurisdiction.
18. Thus, the principles governing the distinction
between the seat and venue of the arbitration, and the
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jurisdictional consequences that follow, may be
summarised as under:–
(i) The seat of arbitration constitutes the juridical
home or legal place of arbitration. It determines the
curial law governing the arbitral process and
identifies the Court having supervisory control over
the arbitration.
(ii) Once the seat is designated by agreement of the
parties, the courts of that place alone have exclusive
jurisdiction to entertain all proceedings arising out
of the arbitration, including challenges to the
award. The designation of the seat operates akin to
an exclusive jurisdiction clause, excluding all other
courts – even those where the cause of action may
have arisen.
(iii) The venue is merely a geographical location
chosen for convenience for holding hearings,
examination of witnesses, or meetings of the arbitral
tribunal. It does not confer jurisdiction and does
not, by itself, alter or determine the seat. The arbitral
tribunal is free to conduct proceedings at locations
different from the seat without affecting the
juridical seat.
(iv) The mere fact that arbitral proceedings are
conducted or the award is rendered at a particular
place does not confer jurisdiction on courts of that
place if it is different from the designated seat. The
seat remains fixed unless expressly altered by
agreement of the parties.
(v) Where the seat is not expressly designated, courts
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the arbitration (based on the Naviera Amazonica
principle); and
(b) in appropriate cases, construing the venue as
the seat where the agreement and surrounding
circumstances indicate such intention (as
reflected in the Shashoua principle).
(vi) The intention of the parties, as discerned from the
arbitration agreement and surrounding
circumstances, is the paramount factor in determining
the seat. Once such intention is expressed either
expressly or by necessary implication-it must be given
full effect by Courts.”
32. As can be seen from the above judgment, the Supreme Court has
reiterated that the distinction between the ‘seat’ and the ‘venue’ of arbitration
is well settled. While the seat constitutes the juridical home of the arbitration
and determines the Court having exclusive jurisdiction, the venue is merely
the geographical location where the arbitral proceedings are conducted for
reasons of convenience. The mere conduct of hearings or the rendering of the
award at a particular place does not confer jurisdiction upon the Courts of that
place, nor does it alter the juridical seat of the arbitration.
33. Coming to the facts, the Court has also examined the matter from the
point of view of the other tests that are usually applied in such cases, such as
the closest connection test and the forum non conveniens test. Even upon
applying these two tests, this Court is convinced that the seat of the arbitration
would be Jalandhar. The reasons for the same are not far to seek and are set
out below:
(i) Location of the Project: The project is located at Jalandhar.
(ii) Jurisdiction Clause in the Agreements: Both the SB Agreement
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and Conveyance Deed stipulate that only the Courts at Jalandhar and
the Punjab and Haryana High Court would have jurisdiction.
(iii) Intention of the Parties: In fact, the SB Agreement, which
preceded the Conveyance Deed, also stipulates that the Courts at
Jalandhar alone shall have jurisdiction. Clause 51 of the SB Agreement,
however, clarifies that the arbitral proceedings could be held at an
appropriate location in Delhi.
(iv) Closest Connection with Jalandhar: The petition under Section
11 of the Act was filed before the Punjab and Haryana High Court. The
Respondent has also filed the petition under Section 34 of the Act at
Jalandhar. Thus, the Courts at Jalandhar are most closely connected
with the entire dispute. Delhi was merely a venue of convenience for
the parties and the ld. Arbitrator.
34. Accordingly, in the facts of the present case, there can be no manner of
doubt that the seat of arbitration is Jalandhar and that the Punjab and
Haryana High Court would have jurisdiction in respect of the arbitral
proceedings.
35. Under these circumstances, the impugned judgment of the ld. Single
Judge cannot be faulted with and does not warrant any interference.
36. The present appeal is dismissed.
PRATHIBA M. SINGH
JUDGE
VIKAS MAHAJAN
JUDGE
JULY 27, 2026/dss/sm
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