The Jharkhand High Court dismissed a writ petition challenging an arbitral tribunal's fixation of Delhi as the seat of arbitration, holding that a venue clause in the agreement does not ipso facto determine the seat, and the petitioner waived its right to object by not challenging the tribunal's procedural order for over two and a half years.
Background & Facts
The Dispute
The Road Construction Department (RCD), Government of Jharkhand, executed an agreement with Ramky Infrastructure Limited on 22 September 2010 for rehabilitation and upgradation of the Barhet-Sahebganj Section of the Govindpur-Sahebganj Jharkhand State Road Project (Package IV), bearing ICB No.04/2009/Civil Works/Barhait-Sahebganj Section. The agreement contained a dispute resolution clause providing for arbitration. Clause 20.6(b)(iii) of the General Clauses of Contract stipulated that arbitration proceedings shall be held in the premises of the Conference Building at Mantralaya, Ranchi, Jharkhand, with English as the language of proceedings. The clause specified the venue but did not expressly designate a "seat of arbitration".
Key Facts
- 22.09.2010: Agreement executed between RCD, Government of Jharkhand (Petitioner) and Ramky Infrastructure Limited (Respondent) for road project Package IV.
- Clause 20.6(b)(iii): Provided venue of arbitration at "Conference Building at Mantralaya at Ranchi in the State of Jharkhand" and language as English; did not define "seat of arbitration".
- 22.09.2023: First procedural hearing of the Arbitral Tribunal held (minutes signed 23.09.2023) via virtual mode; representatives of both parties attended.
- Procedural Order No.1 dated 22.09.2023: Arbitral Tribunal fixed seat of arbitration at Delhi; venue to be decided with parties from time to time; language of proceedings English.
- 01.04.2026: Respondent filed application under Section 29A of the Arbitration and Conciliation Act, 1996 before the Delhi High Court for extension of the tribunal's mandate.
- Delhi High Court Order dated 01.04.2026: Extended mandate by one year, holding that undisputedly the seat of arbitration is at Delhi, therefore Delhi HC has jurisdiction under Section 29A; noted RCD's contention on jurisdiction but observed fixation of seat at Delhi was not challenged; granted liberty to avail remedies in accordance with law.
- RCD accepted the extension granted by Delhi HC but did not challenge the order or its observations on seat before the Division Bench of Delhi HC.
- Subsequent to Delhi HC order: RCD filed application under Section 16 of the Arbitration Act before the Arbitral Tribunal challenging the fixation of seat at Delhi in Procedural Order No.1.
- Procedural Order No.30 dated 08.05.2026: Arbitral Tribunal dismissed RCD's Section 16 application, maintaining the seat at Delhi.
- Present writ petition: Filed under Article 226 challenging Procedural Order No.30, seeking quashing of the order and declaration that seat of arbitration is Ranchi.
Procedural History
- 22.09.2010: Agreement executed between parties.
- 22.09.2023: First procedural hearing; Procedural Order No.1 fixes seat at Delhi.
- 01.04.2026: Delhi High Court extends tribunal mandate under Section 29A; notes seat at Delhi.
- 08.05.2026: Arbitral Tribunal passes Procedural Order No.30 dismissing Section 16 application.
- 2026: W.P.(C) No.4806 of 2026 filed before Jharkhand High Court.
- 29.07.2026 / 11.08.2026: Judgment reserved; case relisted for production of full agreement.
- 20.08.2026: Judgment pronounced dismissing writ petition.
Relief Sought
The petitioner sought issuance of an appropriate writ, order or direction for quashing and setting aside Procedural Order No.30 dated 08.05.2026 passed by the Arbitral Tribunal, whereby the Tribunal dismissed the petitioner's application filed under Section 16 of the Arbitration and Conciliation Act, 1996, which had challenged the fixation of Delhi as the seat of arbitration in Para 6 of Procedural Order No.1 dated 22.09.2023.
The Legal Issue
The central questions were: (1) Whether the venue of arbitration specified in the agreement at Ranchi operates as the "seat of arbitration" when the agreement does not expressly designate a seat; (2) Whether the Arbitral Tribunal had jurisdiction to fix the seat of arbitration at Delhi in its first procedural order; (3) Whether the petitioner waived its right to object to the seat fixation by not challenging it for over two and a half years and by participating in proceedings; (4) Whether a writ petition under Article 226 is maintainable against an order passed under Section 16 of the Arbitration Act.
Arguments Presented
For the Petitioner
Learned counsel for the petitioner submitted that the agreement did not provide for any seat of arbitration, only the venue was fixed at Ranchi. Since the venue was fixed at Ranchi, the Arbitral Tribunal had no jurisdiction to fix the seat of arbitration at Delhi. The "seat of arbitration" goes to the root of jurisdiction as wrong fixation affects supervisory jurisdiction of courts including jurisdiction under Sections 34 and 37 of the Arbitration Act and the procedural law applicable. The seat carries with it jurisdiction and is not merely a venue. Since the seat is not specified in the agreement, the venue so fixed in the agreement will be the "seat of arbitration". The tribunal failed to consider these aspects.
For the Respondent
Learned counsel for the respondents submitted that vide Procedural Order No.1 dated 22.09.2023, in presence of representatives of the petitioner, the seat of arbitration was fixed at New Delhi. For 2.5 years, the petitioner did not raise any objection and only raised the issue when an application under Section 29A was filed before the Delhi High Court. The Delhi High Court held that as on date the seat of arbitration is at Delhi, therefore it has jurisdiction to extend the mandate. This finding was not challenged by the State before the Division Bench of Delhi High Court. The objection is now hit by Section 4 of the Arbitration Act (waiver of right to object). The application under Section 16 having been dismissed, the petitioner has liberty under Section 34 to challenge the same. Challenging the impugned order under Article 226 is merely a mode to delay arbitration proceedings.
The Court's Analysis
The Court identified the main dispute as determination of the seat of arbitration. It noted that the arbitration agreement did not define "seat of arbitration" - Clause 20.6(b)(iii) only designated the "venue of arbitration" at the Conference Building at Mantralaya, Ranchi. The phrase "seat of arbitration" is not defined in the Arbitration Act.
The Court examined Section 20 of the Arbitration and Conciliation Act, 1996 which deals with "place of arbitration". Section 20(1) provides party autonomy to agree on the place; Section 20(2) empowers the tribunal to determine the place failing agreement, having regard to circumstances and convenience; Section 20(3) permits the tribunal to meet at any appropriate place for consultations, hearings, or inspections. The Court clarified that Section 20 provides for "place of arbitration" or "venue", which is a location where hearings take place and can change from time to time.
The Court then articulated the critical distinction between "seat" and "venue":
"The 'seat of arbitration' is the juridical home of arbitration. The seat of arbitration is an anchor and determines the procedural law and the Courts that will exercise supervisory jurisdiction over the arbitration. The seat determines which Courts will have exclusive supervisory jurisdiction over the arbitration, and which Court will not. A seat of arbitration determines the procedural law, which will govern the arbitration. This seat of arbitration cannot be changed or varied. It remains constant and static, because a procedural law governing the arbitration and the supervisory jurisdiction of Courts over the arbitration proceeding cannot be allowed to change in the midst of an arbitration proceeding. The same must remain constant and static. Seat of Arbitration cannot be allowed to migrate from one place to another. Thus, 'the venue of arbitration' can shift from one place to another, but the 'seat of arbitration' must be static from the very beginning of the arbitration till its conclusion."
The Court relied on Bharat Aluminium Co. v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 (paragraph 100) which held that hearings may be conducted at a venue outside the seat without changing the seat, and BBR (India) Private Limited v. S.P. Singla Constructions Privates Limited, (2023) 1 SCC 693 (paragraph 30) which observed that once the seat is fixed by the tribunal under Section 20(2), it should remain static and fixed, whereas venue can change.
Applying these principles, the Court found that the agreement only fixed venue at Ranchi without specifying the seat. There was no ouster clause or exclusive jurisdiction clause. The Arbitral Tribunal in its first procedural order on 22.09.2023 fixed the seat at Delhi in presence of both parties' representatives. This decision was not contrary to any agreement clause. The order remained unchallenged for over 2.5 years, during which the petitioner continued with proceedings.
The Court invoked Section 4 of the Arbitration Act (Waiver of right to object): a party who knows of non-compliance with a derogable provision or arbitration agreement requirement and proceeds without stating objection without undue delay waives the right to object. The Court cited Bharat Sanchar Nigam Ltd. v. Motorola India Pvt. Ltd., 2009 (2) SCC 337 (paragraph 18) where the Supreme Court held that a party failing to object prior to the first arbitration hearing waives the right to object.
The Court found the petitioner's conduct amounted to acquiescence and waiver: the petitioner fully knew the requirement, remained silent for a long period, continued proceedings, and even appeared before the Delhi High Court for the Section 29A application. The petitioner accepted the extension granted by Delhi HC but challenged its observation on seat - a diametrically opposite stand. When jurisdiction is in issue, a party cannot accept part of an order and oppose the rest.
Finally, the Court referred to Tarini Prasad Mohanty v. Sunflag Iron & Steel Co. Ltd., 2026 SCC OnLine SC 973 (paragraph 24) where the Supreme Court held it was not open for a writ court to enter into merits of a dispute while adjudicating a challenge to an order under Section 16. The writ petition was accordingly dismissed.
The Verdict
The writ petition was dismissed. The Court upheld Procedural Order No.30 dated 08.05.2026 of the Arbitral Tribunal which maintained Delhi as the seat of arbitration. The Court held that the venue clause in the agreement did not operate as the seat; the tribunal was empowered to determine the seat under Section 20(2); the petitioner waived its objection under Section 4 by not challenging the seat fixation for over 2.5 years and by participating in proceedings; and the writ petition under Article 226 was not maintainable to review the merits of a Section 16 order. Pending interlocutory applications, if any, stand disposed of.
What This Means For Similar Cases
Venue Clause Does Not Automatically Fix Seat
An arbitration agreement that specifies only the venue of hearings (e.g., "arbitration proceedings shall be held at [location]") without expressly designating a "seat of arbitration" does not, by itself, fix the juridical seat. The seat determines supervisory jurisdiction and procedural law; the venue is merely the physical location for hearings and can change. Practitioners must ensure agreements expressly designate the seat if party autonomy on this aspect is intended.
Tribunal's Power to Determine Seat Under Section 20(2)
Where the agreement is silent on seat, the arbitral tribunal has the authority under Section 20(2) to determine the place of arbitration (which becomes the seat) having regard to circumstances and convenience. This determination, once made in a procedural order, becomes the static juridical seat for the arbitration. Parties should raise any objection to the tribunal's seat fixation immediately at the first procedural hearing.
Waiver Under Section 4 Is Strictly Enforced
A party that participates in arbitration proceedings without objecting to the tribunal's seat fixation for an extended period (here, 2.5 years) and accepts benefits (extension of mandate) from the court at the seat waives its right to object under Section 4. The waiver doctrine applies even to jurisdictional objections. Practitioners must advise clients to object "without undue delay" - ideally at or before the first procedural hearing - to preserve challenges to seat determination.
Writ Jurisdiction Not a Substitute for Statutory Remedies
A writ petition under Article 226 cannot be used to circumvent the statutory scheme of the Arbitration Act. Challenges to orders under Section 16 must be pursued through the statutory appellate/revisionary mechanism (ultimately under Section 34), not by invoking writ jurisdiction to re-litigate merits. The Supreme Court in Tarini Prasad Mohanty has cautioned against writ courts entering merits of Section 16 challenges.
- Actionable takeaway: In arbitration agreements, expressly designate the "seat of arbitration" distinct from "venue" to avoid tribunal determination.
- Actionable takeaway: If the tribunal fixes a seat in its first procedural order, object immediately in writing; silence and continued participation constitute waiver under Section 4.
- Actionable takeaway: Do not accept favorable orders (e.g., extension of mandate) from the court at the designated seat while simultaneously challenging that court's jurisdiction.
