Arbitration Venue Cannot Become Seat Where Contra Indicia Exists In Agreement: Andhra Pradesh High Court

The Andhra Pradesh High Court on 7 May held that a mere stipulation in an arbitration agreement that proceedings “shall be held” at Hyderabad does not, by itself, make Hyderabad the juridical seat of arbitration, especially where the agreement separately confers exclusive jurisdiction on civil courts in East Godavari District.

A Division Bench of Justices Ravi Nath Tilhari and Balaji Medamalli allowed a Commercial Court Appeal filed by Carolyn Joyce Tadamala against Royal City Developer Private Limited and set aside the Commercial Court order dated 1 December 2025 dismissing her Section 9 petition for want of territorial jurisdiction. It observed:

“Mere mentioning of a place of arbitration would not amount to fixing of the seat of arbitration, thereby conferring jurisdiction upon the courts of that place and Clauses 57 and 58 of the DAGPA must be conjointly read to arrive and draw the intention of the parties to the agreement while entering into such an agreement. Thus, the intention is very clear that the arbitration proceedings will be taken place at Hyderabad where the same has to be treated as a place/venue of arbitration and the same cannot be equated or elevated to the status of seat of arbitration.”

The dispute arose from a registered Development Agreement-cum-General Power of Attorney dated 29 October 2019 executed between Carolyn Joyce Tadamala and Royal City Developer Private Limited for development of approximately Ac.4.45 cents of land situated in East Godavari District.

On 27 July 2022, the developer allegedly agreed to purchase 16 plots falling to Tadamala's share for a consideration of Rs.9.20 crore. Tadamala alleged that the developer failed to complete the project within the agreed timeline and breached both the development agreement and the subsequent arrangement. She issued notices between April 2023 and August 2024 and thereafter terminated the agreement and invoked arbitration.

Tadamala then approached the Commercial Court at Visakhapatnam under Section 9 of the Arbitration and Conciliation Act seeking interim protection against alienation and construction, along with a direction to deposit Rs.9.20 crore pending arbitration proceedings. However, by order dated 1 December 2025, the Commercial Court dismissed the petition holding that Hyderabad constituted the seat of arbitration and therefore only courts at Hyderabad had supervisory jurisdiction.

Challenging the order, Tadamala argued that Clause 58 expressly conferred exclusive jurisdiction on civil courts in East Godavari District, which clearly indicated that Hyderabad was only a venue and not the juridical seat of arbitration. The developer contended that Clause 57 independently fixed Hyderabad as the seat of arbitration, while Clause 58 applied only to non-arbitral disputes and could not override the seat designation.

The High Court construed Clauses 57 and 58 harmoniously and held that they must be read conjointly to ascertain the intention of the parties. It held that while the agreement referred to Hyderabad as the place of arbitration, Clause 58 operated as a “contra indicia” by expressly conferring exclusive jurisdiction on courts in East Godavari District and excluding all other courts.

The Bench held that the presence of this contrary indication displaced the presumption that Hyderabad was the juridical seat. It further observed that Hyderabad would have been treated as the seat only in the absence of such a clause.

Accordingly, the High Court concluded that Hyderabad was only the venue of arbitration and not its juridical seat. It held that the Commercial Court at Visakhapatnam had territorial jurisdiction to entertain the Section 9 petition, allowed the appeal, and set aside the order dated 1 December 2025.

Appearances for petitioner (Carolyn Joyce Tadamala): Advocate D.S. Sivadarshan.

Appearances for respondent (Royal City Developer Private Limited): Advocate Devalampalli Purushotham Reddy.