IMPORTANT POINT
The main legal point established in the judgment is the significance of the seat of arbitration in determining the territorial jurisdiction under the Arbitration and Conciliation Act.

JUDGMENT

Yogesh Khanna, J. - This petition is filed by the petitioner under Section 9 of the Arbitration and Conciliation Act seeking interim relief from this Court to restrain the respondents from carrying out any construction/development activity based on the illegal Modified Development Plan dated 27.10.2022; unilateral appointment of M/s.Alotech as Co-developer; unilateral amendment of development schedule and budget of Whitefield project and doing anything which shall be detrimental to the interests of both the petitioners and the project.

2. The learned senior counsel for the respondents appearing on advance notice raises an objection qua territorial jurisdiction of this Court. It is submitted the seat of arbitration in the present matter is at Mumbai and as such only the Courts at Mumbai shall have jurisdiction to pass an order in this petition under Section 9 of the Arbitration and Conciliation Act. Clauses 17.1 and 21.3 of the shareholders agreement dated 15.10.2020, are relevant for the purpose. Those are as under:

"17. DISPUTE RESOLUTION

17.1 All disputes or differences regarding this Agreement shall be submitted to final and binding arbitration at the request of any of the disputing Parties upon written notice to that effect to the other Parties. In the event of such arbitration:

(i) xxxxx

(ii) All proceedings of such arbitration shall be in the English language.

The place of the arbitration shall be Mumbai;

xxxxx

21. MISCELLANEOUS.

21.2 Entire Agreement

This Agreement, together with all the Schedules herein, shall be read in conjunction with the Settlement Deed, and together they shall constitute and contain the entire agreement and understanding between the Patties with respect to the subject matter hereof and thereof and supersedes all previous communications, negotiations, commitments, agreements and understandings, either oral or written between the Parties in respect of the subject matter hereof.

21.3 Governing Law and Jurisdiction This Agreement shall be governed in all respects by the Laws of India (without reference to its conflict of Laws provisions) and, subject to the provisions of Clause 17 (Dispute Resolution), only the courts at Mumbai and New Delhi shall have jurisdiction over the subject matters hereof."

3. It is the submission of the learned senior counsel for the petitioner Mumbai is only a venue of arbitration but the seat of arbitration is at New Delhi, hence Courts at New Delhi has jurisdiction to entertain this petition. He relies upon Mankastu Impex Private Limited vs. Airvisual Limited, AIR 2020 SC 1297, which says:

"19. The seat of arbitration is a vital aspect of any arbitration proceedings. Significance of the seat of arbitration is that it determines the applicable law when deciding the arbitration proceedings and arbitration procedure as well as judicial review over the arbitration award. The situs is not just about where an institution is based or where the hearings will be held. But it is all about which court would have the supervisory power over the arbitration proceedings. In Enercon (India) Limited and others v. Enercon GMBH and another, (2014) 5 SCC 1, the Supreme Court held that "the location of the Seat will determine the courts that will have exclusive jurisdiction to oversee the arbitration proceedings. It was further held that the Seat normally carries with it the choice of that country's arbitration/curial law".

20. It is well-settled that "seat of arbitration" and "venue of arbitration" cannot be used inter-changeably. It has also been established that mere expression "place of arbitration" cannot be the basis to determine the intention of the parties that they have intended that place as the "seat" of arbitration. The intention of the parties as to the "seat" should be determined from other clauses in the agreement and the conduct of the parties."

4. He also referred to Meenakshi Nehra Bhat and Another vs. Wave Megacity Centre Private Limited, 2022 SCC OnLine Del 3744, which held:

"14.