Bhartia Infra Projects v. Vishwa Samudra Engineering (2026): an exclusive-jurisdiction clause prevails over a dual seat-venue choice in arbitration

Arbitration clauses are often drafted in haste, and a single sentence can be made to pull in two directions. Bhartia Infra Projects Limited v. M/s Vishwa Samudra Engineering Pvt. Ltd. is a clean illustration: an agreement that named two alternative places as the "seat and venue" of arbitration, yet in the very same breath declared that the courts of one of those places would have exclusive jurisdiction. When a dispute arose, each side seized on the half of the clause that suited it. A Bench of Joymalya Bagchi, J. and Vipul M. Pancholi, J. resolved the tension on 15 June 2026 in favour of the exclusive-jurisdiction stipulation, dismissing the special leave petitions and leaving the supervisory court fixed by the parties' own words.

The facts in brief

The contract, dated 17 December 2022, was for the stabilisation of the Lalpul-Manmao-Changlang Road (NH-215) on an EPC basis in the State of Arunachal Pradesh. Its arbitration clause provided that disputes would be settled by arbitration under the Arbitration and Conciliation Act, 1996, that the agreement would be governed by the laws of India, and — critically — that the "seat and venue" of the arbitration would be Hyderabad, Telangana or Guwahati, Assam. The same clause then stipulated that the courts in Hyderabad would have exclusive jurisdiction over matters relating to or arising from the agreement.

When disputes arose, Vishwa Samudra moved the High Court for the State of Telangana at Hyderabad for the appointment of an arbitrator under Section 11(6) of the Act. Bhartia Infra resisted, contending that because the works were executed in Arunachal Pradesh — within the territorial reach of the Gauhati High Court — the seat and venue had to be Guwahati, and that the Telangana High Court was not the appropriate forum. The High Court appointed an independent arbitrator and referred the dispute. Bhartia Infra carried the matter to the Supreme Court by special leave.

The question

The question was one of construction layered on principle. As a matter of construction: when a clause designates two alternative places as the seat or venue and, in the same provision, confers exclusive jurisdiction on the courts of one of them, which limb controls the supervisory court? And as a matter of principle: does the doctrine of forum non conveniens — the idea that, of several available courts, one may be more appropriate to hear a dispute — have any work to do once the parties have already named the court they want?

The two questions are connected. If the dual seat-venue designation were read as leaving the supervisory court genuinely open, a court might then ask which of the competing fora was the more convenient or appropriate one. The exclusive-jurisdiction clause, on the other hand, presupposes that the parties have already made that choice for themselves.

What the Court held

The Court held that the exclusive-jurisdiction clause prevails. Reading the arbitration agreement as a whole, it concluded that while two alternative places had been named as the seat and venue, the parties had also expressly agreed that the courts in Hyderabad would exercise exclusive jurisdiction. That express choice could not be displaced.

On the role of forum non conveniens, the Court drew a clear line. Where two or more places are designated as the seat without more, the principles of forum non conveniens may assist in identifying the appropriate supervisory court. But that doctrine is inapplicable where the parties have themselves agreed, within the arbitration clause, to the exclusive jurisdiction of a named court. The parties' own stipulation does the work that forum non conveniens would otherwise do, and there is no occasion to ask which forum is more convenient once the convenient forum has been contractually fixed.

The Bench rested this on the primacy of party autonomy in construing arbitration agreements, and distinguished the authority pressed on the other side as turning on different facts:

The supervisory jurisdiction over the arbitration therefore vested in the courts at Hyderabad, consistent with the parties' contractual choice. The special leave petitions challenging the Telangana High Court's reference were dismissed.

Analysis

The decision sits comfortably within the architecture the Supreme Court has built around the seat of arbitration. Under the scheme of the Act, the seat is what fixes the supervisory court — the court that exercises jurisdiction over the arbitration under provisions such as Sections 9, 11 and 34, read with the definition of "Court" in Section 2(1)(e). An exclusive-jurisdiction clause naming a particular court is, in substance, a strong indicator of where the parties intended the seat to lie, and Indian law has consistently treated such a clause as anchoring supervisory control rather than as a stray boilerplate recital.

What Bhartia Infra adds is a tidy rule for the recurring drafting accident of a dual seat-venue designation paired with an exclusive-jurisdiction clause. The temptation, faced with two named places, is to treat the question of the supervisory court as open and then to reach for forum non conveniens — to ask which of the two is the natural home of the dispute. The Court's answer is that the exclusive-jurisdiction clause forecloses that inquiry. The parties have not left the question open; they have answered it. To deploy forum non conveniens in the teeth of an express choice would be to substitute the court's view of convenience for the parties' bargain, which is precisely what party autonomy in arbitration is meant to prevent.

The distinguishing of the authority relied on by the resisting party reinforces the point. The Court did not announce a universal rule that forum non conveniens never applies to arbitration; it confined the doctrine to cases where the parties have not themselves designated an exclusive forum. The ratio is therefore narrow and practical: an express exclusive-jurisdiction clause is decisive; absent one, the doctrine may still have a role where multiple seats are named.

There is also a quiet lesson about reading clauses whole. The losing argument depended on isolating the dual seat-venue limb and treating the place of performance (Arunachal Pradesh, within the Gauhati High Court's reach) as decisive. The Court declined to read the clause in fragments. The exclusive-jurisdiction stipulation was part of the same agreement and could not be subordinated to an inference drawn from where the road happened to be built.

Why it matters

For anyone drafting or litigating arbitration clauses, Bhartia Infra is a usefully concrete signpost. The drafting takeaway is straightforward: if a clause names more than one possible seat or venue, an exclusive-jurisdiction clause will control which court supervises the arbitration — so the two limbs should be made to agree, and the exclusive-jurisdiction stipulation will carry the day if they do not. Parties who genuinely want flexibility over the seat should not pair it with an exclusive-jurisdiction clause pointing to a single court, because the latter will be read as the controlling choice.

For litigators, the decision narrows the space for a forum non conveniens argument. Once an exclusive-jurisdiction clause is on the page, the contention that some other court is the more appropriate forum is, in effect, closed off. The route to challenge supervisory jurisdiction lies in attacking the existence or construction of the exclusive-jurisdiction clause itself — not in arguing convenience around it. And the broader signal is the one the Court keeps returning to in arbitration matters: party autonomy is the lodestar, and courts will give effect to the forum the parties chose rather than the forum a court might have preferred.

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Sources

• Verdictum, "Exclusive Jurisdiction Clause Prevails Over Twin Seat-Venu Choice In Arbitration Agreement, Forum Non Conveniens Principle Will Not Apply: Supreme Court" — verdictum.in