On 23 September 2026 the Supreme Court of India held that a city does not become the juridical seat of an arbitration merely because the hearings took place there, or because the High Court that appointed the arbitrator sits there. The ruling, in Mahanadi Coalfields Ltd v GSCO (Gurmeet Singh and Company) Infrastructure Pvt Ltd, is the latest chapter in a long argument about seat vs venue of arbitration, a distinction that decides which courts supervise the process, which procedural law applies and where an award can be set aside. For anyone negotiating a cross-border contract, the lesson is blunt: the seat is a legal choice with consequences in every enforcing jurisdiction, while the venue is only a room. This analysis sets out what the court decided, how India, England and Wales and Singapore approach the question, and what dispute-resolution clauses should now say.
What the Supreme Court of India decided on 23 September 2026
The Supreme Court ruled that "mere conduct of arbitral proceedings at a particular place does not, by itself, determine the juridical seat of arbitration, in the absence of an express designation", as LiveLaw reported in its coverage by Yash Mittal. The bench of Justice Sanjay Kumar and Justice Sanjeev Sachdeva, with the judgment written by Justice Sachdeva, allowed the appeal of Mahanadi Coalfields (reported as 2026 LiveLaw (SC) 978).
The facts
According to Law Trend's report of the judgment, Mahanadi Coalfields issued a tender in November 2012 for heavy earth-moving machinery services in Odisha. GSCO won the contract, the work was completed in June 2016 and disputes followed. In March 2019 the Orissa High Court at Cuttack appointed a retired judge as sole arbitrator under section 11(6) of the Arbitration and Conciliation Act, 1996. LawStreet Journal records the key dates: appointment on 25 March 2019, an award on 25 October 2021, and section 34 petitions to set the award aside filed on 8 December 2021 before the District Judge at Sundargarh, where the work had been carried out at the Kulda Open Cast Project. Clauses 12 and 40 of the contract tied disputes to the courts of the territory in which the work was executed.
The hearings were held in Cuttack. On 20 June 2025 the Orissa High Court held that the Sundargarh petitions were not maintainable, reasoning that Cuttack's courts had exclusive jurisdiction because the High Court had appointed the arbitrator there. GSCO defended that view in the Supreme Court; Mahanadi Coalfields argued that the Cuttack sittings were a matter of administrative convenience.
The holding
The Supreme Court drew the line between the seat, which determines the courts exercising supervisory jurisdiction, and the venue, which merely denotes where sittings are held. Because neither the agreement nor the appointment order designated Cuttack as the seat, the court rejected the High Court's reasoning. It added that a High Court exercises jurisdiction over the entire State, so all Commercial Courts and District Courts within its territory can hear a section 34 petition unless the parties agreed otherwise. The court distinguished BALCO, Indus Mobile Distribution v Datawind Innovations and BGS SGS Soma JV v NHPC because in each the parties had fixed a seat, which Mahanadi's parties had not. The impugned judgment was set aside and the petitions were restored to the District Judge at Sundargarh for expeditious decision.
Seat vs venue of arbitration at a glance
The seat of arbitration is the legal home of the proceedings, fixing the supervisory court and the procedural law; the venue is simply the physical place where hearings or meetings happen. The two can be the same city, but they do not have to be, and a well-drafted clause makes clear which one the parties mean. The English Arbitration Act 1996 describes the seat as the "juridical seat" designated by the parties, an institution or the tribunal, which captures the idea that the seat is a legal status rather than a location on a map.
| Question | Seat (juridical place) | Venue (physical place) |
|---|---|---|
| What is it? | The legal home of the arbitration | Where hearings and meetings are held |
| Which courts supervise? | Courts of the seat | None by virtue of the venue alone |
| Where is a set-aside application made? | Courts of the seat | Not at the venue, unless it is also the seat |
| Which procedural law applies? | The arbitration law (lex arbitri) of the seat | No legal effect on procedure |
| Can it move? | Fixed; changed only by agreement | Flexible, often chosen for convenience |
| Relevance to enforcement | Where the award is "made" for New York Convention purposes | Generally none |
| Typical clause wording | "The seat, or legal place, of arbitration shall be..." | "Hearings may be held in..." |
Can seat and venue of arbitration be different? Yes. Institutional rules expressly allow hearings away from the seat, and a London-seated case can sit in Dubai or online without the seat moving. The difficulty arises when a clause names only one place and uses the word "venue", which is exactly the ambiguity that has generated so much litigation in India.
Why the juridical seat matters: supervisory courts and set-aside
The juridical seat matters because the courts of the seat are the only courts that can annul the award, and they are usually the first port of call for interim measures, arbitrator challenges and procedural support. Choosing a seat is therefore choosing a court system for the life of the dispute. A party that loses at the hearing will look to the seat's courts for a challenge; a party that wins will want those courts to be predictable and slow to interfere.
This is why the Mahanadi dispute ran for years on a threshold question before anyone looked at the merits of the award. The losing party's choice of court was attacked as the wrong forum, and the challenge nearly failed on that ground alone. Jurisdictional skirmishes of this kind are familiar in cross-border work generally: the English court's decision to set aside a service order in Emirates NBD's claim against Al Kuwari and the Wingtech litigation against Nexperia in a Chinese court both show how much turns on where a dispute is heard. In arbitration, the seat answers that question in advance, provided the clause is clear.
The practical consequences of the seat typically include:
- Set-aside jurisdiction. Only the seat's courts can set the award aside; courts elsewhere can at most refuse to recognise it.
- Court support. Applications for interim relief, evidence and arbitrator appointments are generally made at the seat.
- Mandatory rules. The seat's arbitration law imposes non-derogable standards on due process and arbitrability.
- Time limits. Deadlines for challenges run under the seat's law, which is why filing in the wrong court can be fatal.
Curial law, lex arbitri and the law of the arbitration agreement
The law of the seat of arbitration, often called the lex arbitri or curial law, is the national arbitration statute that governs the procedure and the relationship between tribunal and courts. It is distinct from the law governing the main contract and, potentially, from the law governing the arbitration agreement itself. A single contract can therefore engage three legal systems: Indian law for the commercial bargain, English law as the law of a London seat, and a third law, or one of the first two, for the arbitration agreement.
That third question has been one of the most contested in modern arbitration, and legislators have started to answer it by reference to the seat. In England and Wales the Arbitration Act 2025 now provides a default rule tied to the seat (discussed below), and in Singapore the Court of Appeal's analysis in BNA v BNB turned on whether the chosen city was a seat or a venue. For drafters, the safest course is to name the seat and to state expressly which law governs the arbitration clause, so that no court has to infer either.
Seat of arbitration in India: from BALCO to Mahanadi
Indian law now treats the seat as the centre of gravity, but it has taken a decade of Supreme Court decisions, not all of them consistent, to reach that position. The Arbitration and Conciliation Act, 1996 speaks of the "place" of arbitration rather than the seat, and commentators have traced how the courts filled that gap.
- BALCO (2012). A five-judge bench in Bharat Aluminium Co v Kaiser Aluminium Technical Services held that Part I of the Act applies only where the seat is in India, overruling the approach in Bhatia International. It read "place" in section 20(1) and (2) as the seat, and "place" in section 20(3) as the venue.
- Hardy Exploration (2016). A three-judge bench held that naming Kuala Lumpur as the venue did not, on its own, make it the seat.
- BGS SGS Soma JV v NHPC (2019). Another three-judge bench held that where a clause designates a venue for the proceedings as a whole and there is no contrary indication, the venue is in truth the seat, restoring the reasoning associated with the English Shashoua case.
- Mankastu Impex v Airvisual (2020). The court read the clause as a whole and treated Hong Kong, the stated place of arbitration, as the seat, so Indian courts could not appoint the arbitrator.
- BBR (India) v SP Singla Constructions (2022). Once a seat is fixed under section 20(2), moving the hearings does not move the seat.
In November 2024, in Arif Azim Co Ltd v Micromax Informatics FZE, a three-judge bench of Justice DY Chandrachud, Justice JB Pardiwala and Justice Manoj Misra applied the BGS SGS Soma test to a clause naming Dubai as the "venue" with UAE arbitration rules and held that Dubai was the seat, excluding Indian court jurisdiction, as Cyril Amarchand Mangaldas's dispute resolution blog explained. Mahanadi completes the picture from the other side: where nothing in the agreement points to a seat, the location of hearings, or of the appointing court, does not create one. For parties with Indian counterparties, the message is to fix the seat expressly. Businesses working on Indian projects can find advisers in India and construction and projects counsel through the Corporate INTL directory.
England and Wales: section 3, Shashoua and the Arbitration Act 2025
English law defines the seat as the juridical seat designated by the parties, an authorised institution or the tribunal, and, absent designation, determines it by reference to the parties' agreement and all the relevant circumstances, under section 3 of the Arbitration Act 1996.
The Shashoua principle
In Shashoua v Sharma [2009] EWHC 957 (Comm), decided on 7 May 2009, Cooke J in the Commercial Court held that a clause naming London as the "venue", coupled with a choice of a transnational arbitration procedure, amounted to a choice of London as the seat. The case is widely cited, including by the Supreme Court of India in its own 2017 Shashoua decision and in BGS SGS Soma, for the proposition that an unqualified venue designation will ordinarily be treated as the seat unless something points the other way.
What the 2025 amendments changed
The Arbitration Act 2025 received Royal Assent on 24 February 2025 and its main provisions came into force on 1 August 2025, as Norton Rose Fulbright summarised. The change most relevant to the seat is the new section 6A: the law applicable to an arbitration agreement is the law the parties expressly agree, failing which it is the law of the seat. Importantly, a choice of law for the main contract does not by itself count as an express choice for the arbitration agreement. Other reforms include a statutory duty on arbitrators to disclose circumstances that might reasonably give rise to doubts about impartiality (section 23A), a power to make awards on a summary basis (section 39A), clarified court powers in support of arbitration that extend to third parties (section 44), and a revised set of court remedies on jurisdictional challenges under section 67.
The practical effect is that, for a London-seated arbitration without an express choice for the clause itself, English law will now usually govern the arbitration agreement. The seat choice therefore does more work than before. The UK Supreme Court's recent docket, such as Apple's challenge to the Optis FRAND patent award in the UK Supreme Court, is a reminder of how central English courts remain to global commercial disputes. UK-based practitioners can advise on how section 6A affects existing clauses.
Singapore: BNA v BNB and "arbitration in Shanghai"
Singapore's Court of Appeal has shown that the seat vs venue question cuts both ways: sometimes the named city is the seat even when a foreign institution administers the case. In BNA v BNB [2019] SGCA 84, a PRC-law contract referred disputes to the Singapore International Arbitration Centre "for arbitration in Shanghai".
The High Court had treated Singapore as the seat, relying on the choice of SIAC. The Court of Appeal disagreed, holding that the phrase "arbitration in Shanghai" naturally meant Shanghai was the seat rather than a mere venue. As the Singapore Institute of Arbitrators' case digest notes, the consequence was that the Singapore courts had no supervisory jurisdiction, so they did not rule on the tribunal's jurisdiction, and questions about the clause's validity under PRC law were left unresolved. The case is a cautionary tale for anyone who assumes that choosing a well-known institution also chooses its home city as the seat. It does not. Parties contracting in Asia can consult advisers in Singapore on clause design.
Enforcement: why the seat matters under the New York Convention
The seat matters for enforcement because the New York Convention treats the award as made at the seat, and a set-aside by the seat's courts is a recognised ground for refusing enforcement elsewhere. The Convention on the Recognition and Enforcement of Foreign Arbitral Awards was adopted in New York in 1958 and entered into force on 7 June 1959, and its aim is that foreign awards are not discriminated against.
Under Article V(1)(e) of the Convention, recognition may be refused where the award "has been set aside or suspended by a competent authority of the country in which, or under the law of which, that award was made". Article VI allows an enforcing court to adjourn its decision while a set-aside application is pending at the seat, and to order the resisting party to give suitable security. In other words, a challenge at the seat can stall enforcement proceedings in other Convention states while it is decided. Choosing a seat with a supportive, efficient court is therefore a question of enforcement strategy, not only procedure. Where assets sit in several countries, enforcement lawyers can map which courts will respect the seat's decisions, and questions of third-party funding, of the kind aired when the High Court upheld the CAT's funder award in the Mastercard Merricks case, can also shape how far a winning party is prepared to pursue enforcement.
How institutional rules separate the seat from hearing locations
The major institutional rules keep the seat fixed while allowing hearings anywhere, which is why a clause can safely say "seat London, hearings in Singapore". Under Article 18 of the ICC 2021 Arbitration Rules, the place of the arbitration is fixed by the ICC Court unless the parties agree it, while the tribunal may hold hearings and meetings, and deliberate, at any location it considers appropriate after consulting the parties.
The LCIA Arbitration Rules 2020 go further by supplying a default: under Article 16.2 the seat is London unless and until the tribunal orders that another seat is more appropriate, and under Article 16.3 hearings may take place at any convenient geographical place while the arbitration remains legally situated at the seat. The rules therefore resolve some ambiguity for parties who pick an institution but forget the seat, though relying on a default is no substitute for an express choice.
How courts treat seat vs venue: a jurisdiction comparison
Courts in the three jurisdictions reach similar outcomes by slightly different routes, and the differences matter at the margins. The table below summarises the position based on the authorities discussed above.
| Issue | India | England and Wales | Singapore |
|---|---|---|---|
| Statutory term | "Place" in section 20 of the 1996 Act, read as seat or venue | "Juridical seat" in section 3 of the 1996 Act | Seat determined by construing the clause |
| Venue named, no seat | Venue treated as seat absent contrary indicia (BGS SGS Soma, Arif Azim) | Unqualified venue ordinarily the seat (Shashoua) | "Arbitration in [city]" naturally the seat (BNA v BNB) |
| Nothing named | Hearings or appointing court do not create a seat (Mahanadi) | Parties' agreement and all relevant circumstances | Institution's home city is not automatically the seat |
| Law of the arbitration agreement | Determined by construction | Express choice, otherwise law of the seat (section 6A, 2025 Act) | Determined by construction |
| Recent milestone | Mahanadi Coalfields, 23 September 2026 | Arbitration Act 2025 in force 1 August 2025 | BNA v BNB [2019] SGCA 84 |
Drafting lessons for dispute-resolution clauses
The single most important drafting lesson is to name the seat in terms, using the word "seat", and to keep venue language separate. Most of the cases above would never have been litigated if the clause had said what the parties meant.
- Use the word "seat". Write "The seat, or legal place, of arbitration shall be [city, country]". Avoid "venue" or "place" standing alone.
- Separate hearing locations. If hearings may happen elsewhere, add a sentence that hearings may be held in [city] or remotely "without affecting the seat".
- Choose the law of the arbitration agreement. After section 6A of the English 2025 Act, an express choice avoids the default rule; in other systems it avoids a contest over implied choice.
- Align the jurisdiction clause. Mahanadi shows how an exclusive jurisdiction clause for the courts of the place of performance can interact with an arbitration. Make sure any court clause is expressly subject to the arbitration clause and consistent with the seat.
- Name the institution and rules. ICC, LCIA or SIAC rules each have default mechanisms, but BNA v BNB shows that the institution's home city is not the seat unless the clause says so.
- Think about enforcement at the outset. Pick a seat in a New York Convention state with courts known for supporting arbitration and for disciplined review of awards.
- Record any appointment order carefully. Where a court appoints the arbitrator, ask for the order to record the seat if the parties have agreed one, since Mahanadi confirms the appointment itself will not fix it.
- Review legacy contracts. Older clauses naming only a "venue" should be checked against current case law in each relevant jurisdiction.
For complex multi-jurisdiction transactions, cross-border advisers can stress-test a clause against the laws of each counterparty's home state.
How to choose a seat, and when to bring in an adviser
Choose a seat by weighing the neutrality and quality of its courts, the arbitration law it applies, its treaty position for enforcement and its practical convenience, and bring in a specialist whenever the contract is high value, crosses several legal systems or involves a state-owned counterparty. The seat vs venue of arbitration distinction is simple to state but easy to get wrong in drafting, and the cost of error is measured in years of jurisdictional litigation rather than in drafting fees.
Questions to put to an adviser include: which seat best suits our counterparties and assets; whether our existing clauses name a seat or only a venue; what law governs our arbitration agreement under the chosen seat's rules; and whether any court clause elsewhere in the contract could be read against the arbitration. Corporate INTL's Find an Expert directory lists dispute resolution specialists by country and practice area, and our Who's Who handbooks and the Corporate INTL Global Awards highlight practices recognised for cross-border disputes work. To follow future rulings on the juridical seat, subscribe to Corporate INTL.
Frequently asked questions
What is the difference between seat and venue of arbitration?
The seat is the legal home of an arbitration: it decides which courts supervise the proceedings, which procedural law applies and where the award can be set aside. The venue is only the physical place where hearings or meetings are held. The two may coincide, but moving the venue does not move the seat.
Can seat and venue of arbitration be different?
Yes. ICC and LCIA rules expressly allow hearings at any convenient location while the seat stays fixed, and India's Supreme Court has confirmed that changing the venue does not change the seat. Problems arise when a clause names only one place and calls it a "venue", leaving courts to decide whether it was meant as the seat.
What did the Supreme Court of India decide in Mahanadi Coalfields v GSCO?
On 23 September 2026 the court held that holding hearings in Cuttack, or the Orissa High Court at Cuttack having appointed the arbitrator, did not make Cuttack the juridical seat. With no designated seat, the section 34 challenge filed before the District Judge at Sundargarh was maintainable and was restored.
How is the seat of arbitration determined if the clause is silent?
It depends on the law applied. In England and Wales, section 3 of the Arbitration Act 1996 looks to the parties' agreement and all relevant circumstances. Institutional rules may supply a default, such as London under the LCIA Rules. In India, Mahanadi confirms the location of hearings alone will not fix a seat.
What is the law of the seat of arbitration?
The law of the seat, also called the lex arbitri or curial law, is the national arbitration statute that governs the procedure and the courts' supervisory role. It is separate from the law governing the main contract. Under England's Arbitration Act 2025 it also governs the arbitration agreement unless the parties expressly choose another law.
Why does the seat matter for enforcing an award abroad?
Under Article V(1)(e) of the New York Convention, enforcement may be refused if the award has been set aside or suspended in the country where it was made, which is the seat. Article VI also lets enforcing courts adjourn while a challenge at the seat is pending, so the seat's courts effectively control the award's fate.
Does choosing SIAC or the ICC make Singapore or Paris the seat?
No. Choosing an institution does not automatically choose its home city as the seat. In BNA v BNB, Singapore's Court of Appeal held that a clause referring disputes to SIAC "for arbitration in Shanghai" made Shanghai the seat, so the Singapore courts had no supervisory jurisdiction.
What changed for the seat under the English Arbitration Act 2025?
The 2025 Act, in force from 1 August 2025, added section 6A: the arbitration agreement is governed by the law the parties expressly choose for it, or otherwise by the law of the seat. A governing-law clause for the main contract does not by itself count as that express choice.
How should a dispute-resolution clause name the seat?
State "The seat, or legal place, of arbitration shall be [city, country]", name the institution and rules, choose the law of the arbitration agreement, and add that hearings may be held elsewhere without affecting the seat. Make sure any separate court jurisdiction clause is consistent with, and subject to, the arbitration clause.
Sources
- LiveLaw: High Court's location doesn't become arbitration's seat just because HC appointed arbitrator (Yash Mittal, 23 September 2026)
- Law Trend: High Court's physical seat or venue of sittings does not determine juridical seat of arbitration (23 September 2026)
- LawStreet Journal: High Court location does not determine arbitration seat
- iPleaders: Difference between seat and venue of arbitration
- Cyril Amarchand Mangaldas Dispute Resolution Blog: decoding the Supreme Court's decision on seat vs venue
- Arbitration Act 1996, section 3 (legislation.gov.uk)
- Arbitration Act 2025 (legislation.gov.uk)
- Norton Rose Fulbright: The new Arbitration Act 2025
- vLex: Shashoua and another v Sharma [2009] EWHC 957 (Comm)
- BNA v BNB and another [2019] SGCA 84 (eLitigation)
- Singapore Institute of Arbitrators: case digest, BNA v BNB
- UNCITRAL: Convention on the Recognition and Enforcement of Foreign Arbitral Awards
- New York Convention: English text
- ICC 2021 Arbitration Rules
- LCIA Arbitration Rules 2020
About this article
This article was researched and written by The Corporate INTL Newsroom, which covers cross-border legal, regulatory and business developments for lawyers, professional advisers and financiers in over 150 jurisdictions. Every analysis is checked against court judgments, legislation and primary reporting, and this piece was last reviewed on 25 September 2026. It is general information, not legal advice: Corporate INTL is a publisher, not a law firm, and readers should consult the judgment and legislation cited and take advice from a qualified practitioner on any specific clause or dispute. More coverage is available in the Corporate INTL newsroom.
