Governing law of arbitration agreement prevails over foreign seat where contract indicates Indian law and court jurisdiction.

Conflicting dispute resolution clauses were construed as a whole to determine the law governing the arbitration agreement. Because the contract selected Indian law and jurisdiction in Gujarat, and no express contrary choice was made for the arbitration agreement, the presumption in favour of the lex contractus was not displaced by Bogota as the seat or by Colombian procedural references. On that basis, Indian law governed the arbitration agreement and Indian courts retained supervisory jurisdiction for appointment. The foreign venue did not exclude recourse to Section 11(6), and the tribunal could be constituted accordingly, with the arbitration directed to proceed before a sole arbitrator.

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Issues: (i) Whether, on a proper construction of the dispute resolution clauses, Indian law governed the arbitration agreement and conferred jurisdiction on Indian courts to appoint an arbitrator. (ii) Whether the petition under Section 11(6) of the Arbitration and Conciliation Act, 1996 was maintainable despite the arbitration being contemplated at Bogota, Colombia.

Issue (i): Whether, on a proper construction of the dispute resolution clauses, Indian law governed the arbitration agreement and conferred jurisdiction on Indian courts to appoint an arbitrator.

Analysis: The agreement contained a governing law and jurisdiction clause making the contract subject to Indian law and the jurisdiction of courts in Gujarat, while the dispute resolution clause provided for conciliation and arbitration at Bogota. The clauses were read as a whole and harmonised, rather than treated as mutually destructive. Applying conflict of laws principles and the three-step approach to ascertain the law governing the arbitration agreement, the Court found no express choice of a different law for the arbitration agreement. The presumption in favour of the lex contractus was not displaced by the choice of Bogota as the place of arbitration, nor by the reference to Colombian procedural rules and award-law. On that construction, Indian law governed the arbitration agreement and the supervisory jurisdiction remained with Indian courts.

Conclusion: The arbitration agreement was governed by Indian law and Indian courts had jurisdiction over appointment of the arbitrator, in favour of the petitioner.

Issue (ii): Whether the petition under Section 11(6) of the Arbitration and Conciliation Act, 1996 was maintainable despite the arbitration being contemplated at Bogota, Colombia.

Analysis: Since the governing law of the arbitration agreement was held to be Indian law, the foreign venue and institutional rules did not exclude the applicability of the Indian arbitration statute for the limited purpose of appointment. The parties also expressed before the Court their agreement to have the arbitration conducted in India and by a sole arbitrator, which supported disposal of the petition by making the appointment. The Court accordingly exercised its power under Section 11(6) to constitute the tribunal.

Conclusion: The petition was maintainable and the Court appointed a sole arbitrator, in favour of the petitioner.

Final Conclusion: The dispute resolution clauses were construed to preserve Indian governing law and Indian court jurisdiction for appointment, while the arbitration was directed to proceed before a sole arbitrator under the specified institutional framework.

Ratio Decidendi: Where a contract contains conflicting dispute resolution stipulations, the governing law of the arbitration agreement is determined by construing the contract as a whole and, absent an express contrary choice, the lex contractus will ordinarily govern; a foreign place of arbitration does not by itself displace Indian supervisory jurisdiction when the agreement is governed by Indian law.

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