Business Law

Arbitration Clause Survives Despite Ineligible Appointing Authority NEW

Supreme Court rules that arbitration clause remains valid even when designated appointing authority becomes ineligible - Court can appoint neutral arbitrator under Section 11(6) to preserve parties' intent to arbitrate.

Case Reference: Hindustan Construction Company Ltd. vs Bihar Rajya Pul Nirman Nigam Limited (Civil Appeal No._____OF 2025) Decided by: Supreme Court of India Date: November 28, 2025

❓ Questions

(i) WHETHER THE HIGH COURT POSSESSED THE JURISDICTION TO REVIEW OR RECALL ITS EARLIER ORDER PASSED UNDER SECTION 11(6) OF THE A&C ACT?

(ii) WHETHER A VALID AND SUBSISTING ARBITRATION AGREEMENT EXISTED BETWEEN THE PARTIES WITHIN THE MEANING OF SECTION 7 OF THE A&C ACT?

(iii) WHETHER THE JOINT APPLICATION FILED BY BOTH PARTIES, SEEKING EXTENSION OF THE ARBITRATOR'S MANDATE UNDER SECTION 29A CONSTITUTES AN EXPRESS OR IMPLIED WAIVER UNDER SECTION 12(5)?

✅ Answers

(i) The High Court did not have the jurisdiction to reopen or review its earlier order passed under Section 11(6) of the A&C Act. Once the appointment was made, the court became functus officio and could not sit in judgment over the very issue it had already settled.

(ii) A valid and subsisting arbitration agreement exists between the parties. Clause 25, when read in its entirety and construed in accordance with the doctrine of severability, satisfies the statutory requirements of an arbitration clause under Section 7 of the Act.

(iii) The joint application for extension under Section 29A amounts to a valid waiver under Section 4 (for procedural matters) but note that for Section 12(5) ineligibility, an express written waiver is required. In this case, since no Seventh Schedule disqualification is attracted, the conduct of the parties, especially in jointly invoking Section 29A, constitutes waiver under Section 4.

⚖️ Understanding the Legal Principles

🔹 Arbitration Clause Survives Invalid Appointment Mechanism

  • Arbitration agreement remains valid even if appointment mechanism fails
  • Court can appoint arbitrator under Section 11(6) when agreed procedure breaks down
  • Unilateral appointment clauses violate principle of neutrality
  • Doctrine of severability applies to arbitration clauses

🔹 No Review Jurisdiction for Section 11 Orders

  • High Court cannot review its own Section 11 orders
  • Once arbitrator appointed, court becomes functus officio
  • A&C Act is a self-contained code with minimal judicial intervention
  • Proper remedy is appeal under Article 136, not review

🔹 Waiver by Conduct Under Section 4

  • Joint applications for extension constitute waiver
  • Active participation in arbitration implies consent
  • Section 4 covers procedural waiver by conduct
  • Section 12(5) requires express written waiver for ineligibility

🔹 Party Autonomy and Public Policy

  • Party autonomy is cornerstone of arbitration
  • But cannot override fundamental principles of justice
  • Unilateral appointment clauses violate Article 14
  • Public authorities must act as model litigants

📜 Key Legal Timeline

Mar 2014

Contract Awarded: BRPNNL awarded contract to HCC for construction of bridge over River Sone

Sep 2018

Claims Raised: HCC raised claims for additional costs before Deputy Chief Engineer

Aug 2019

First Arbitration: Patna High Court appointed Justice P.K. Sinha as sole arbitrator

Dec 2021

Award Passed: Arbitrator passed award which was accepted and paid by respondents

Aug 2021

Second Arbitration: High Court appointed Justice Shivaji Pandey as sole arbitrator

2021-2024

Arbitration Proceedings: Over 70 hearings conducted, multiple Section 29A extensions sought jointly

Oct 2024

Review Filed: Respondents filed review petition after 3 years of participation

Nov 2025

Supreme Court Ruling: "Arbitration clause survives despite ineligible appointing authority" - set aside High Court order

🧭 Your Action Plan: Dealing with Invalid Appointment Clauses

📝 If Facing Unilateral Appointment Clause

✅ Challenge Unilateral Appointment Mechanism

  • File application under Section 11(6) when appointing authority fails to act
  • Argue that unilateral appointment violates principle of neutrality
  • Cite TRF Ltd, Perkins Eastman, and CORE judgments
  • Request court to appoint independent arbitrator

✅ Rely on Doctrine of Severability

  • Argue that invalid appointment mechanism can be severed
  • Core arbitration agreement remains valid and enforceable
  • Court can cure defect under Section 11(6)
  • Preserve parties' fundamental intent to arbitrate

✅ Document Participation as Waiver

  • Maintain record of joint applications and extensions
  • Show active participation in arbitral proceedings
  • Use Section 4 to argue waiver of procedural objections
  • Highlight unreasonable delay in raising objections

⚖️ Key Legal Provisions to Reference

Legal Provision What It Means Application in This Case
Section 11(6)
Arbitration and Conciliation Act, 1996
Court's power to appoint arbitrator when agreed procedure fails Court can appoint arbitrator when unilateral appointment mechanism becomes inoperative
Section 12(5)
Arbitration Act
Mandatory disqualification for certain relationships Requires express written waiver for Seventh Schedule ineligibility
Section 4
Arbitration Act
Waiver of right to object by participation Joint applications for extension constitute waiver of procedural objections
Section 29A
Arbitration Act
Time limit for arbitral award and extensions Joint extension applications show consent and confidence in tribunal

📘 Key Legal Terms Explained

Doctrine of Severability

Legal principle that allows invalid portions of a contract to be severed while preserving the valid remainder. Applied to arbitration clauses to separate invalid appointment mechanisms from the core agreement to arbitrate.

Functus Officio

Latin term meaning "having performed one's office." Refers to a court or tribunal that has exhausted its authority over a matter and cannot revisit it.

Party Autonomy

Fundamental principle of arbitration that allows parties to design their dispute resolution process, subject to mandatory provisions of law and public policy.

Unilateral Appointment

Appointment mechanism where one party has exclusive power to appoint arbitrator, now largely invalidated as violating principles of neutrality and equality.

🚨 What to Avoid in Arbitration Proceedings

❌ Don't Rely on Unilateral Appointment Clauses

  • Don't include unilateral appointment clauses in contracts
  • Avoid clauses that give one party exclusive appointing power
  • Don't assume such clauses will be enforceable
  • Avoid clauses that foreclose arbitration if appointment fails

❌ Don't Participate Then Challenge Jurisdiction

  • Don't actively participate in arbitration then challenge jurisdiction
  • Avoid joint applications for extension if you plan to challenge
  • Don't wait years to raise jurisdictional objections
  • Avoid inconsistent positions during arbitration

💡 Core Takeaway from the Supreme Court

"The very existence of the arbitration clause in the GCC referring to all disputes to arbitrator is the core part of contract. Merely because the procedure to appoint an arbitrator provided in the clause has become inoperative due to subsequent changes in statutory provisions, would not mean that the core of the contract referring the dispute for adjudication to arbitrator would be rendered nugatory."

This judgment reinforces that arbitration agreements have independent existence from the appointment mechanism. Even when the designated appointing authority becomes ineligible or the appointment procedure fails, the core agreement to arbitrate survives, and courts can intervene under Section 11(6) to appoint a neutral arbitrator.

📞 When to Seek Professional Help

👨‍⚖️ Arbitration Lawyer Essential For

  • Drafting arbitration clauses to avoid unilateral appointment
  • Challenging invalid appointment mechanisms under Section 11
  • Strategic decisions on participation vs jurisdictional challenges
  • Complex arbitration matters with procedural objections
  • Appeals against incorrect application of arbitration law

📝 You Can Handle With Support

  • Basic understanding of arbitration clause requirements
  • Documentation of participation and joint applications
  • Initial assessment of whether appointment mechanism is valid
  • Understanding basic legal principles from this judgment
  • Monitoring arbitration proceedings for procedural fairness

⚠️ DISCLAIMER

This content is for informational purposes only and does not constitute legal advice. Consult a qualified legal professional for specific legal guidance. The information provided is based on judicial interpretation and may be subject to changes in law.

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Making Supreme Court judgments accessible and actionable for every Indian citizen navigating legal challenges.

This analysis decodes a complex arbitration judgment to help businesses and individuals understand their rights when facing invalid appointment mechanisms in arbitration clauses.