Alternative Dispute Resolution

Imax Corporation v. E-City Entertainment (India) Pvt. Ltd.

(2017) 5 SCC 331

Facts

Imax Corporation entered into agreements with E-City Entertainment for supply and installation of large-format cinema systems.
The agreements contained an ICC arbitration clause.
They did not expressly name a fixed seat.
Instead, they authorised the ICC to determine the place of arbitration.
Disputes arose, and ICC arbitration was commenced.
The ICC selected London as the place of arbitration.
The parties participated in the proceedings without timely objection to London.
Awards were made in Imax’s favour.
E-City sought to challenge the awards in India under Section 34.
The agreements had been executed before BALCO.
E-City relied on Bhatia International and argued that:
Part I applied unless expressly excluded;
Indian law and performance connected the transaction to India; and
London was only an administratively selected venue.
Imax argued that the ICC’s selection made London the juridical seat and excluded Part I.

Whether the ICC’s selection of London constituted selection of the juridical seat.
Whether participation without objection confirmed that choice.
Whether Part I and Section 34 applied to the resulting awards.

Parties may authorise an arbitral institution to determine the seat.
Once the institution validly fixes the place and the parties proceed on that basis, the selected place ordinarily becomes the juridical seat.
Under the pre-BALCO framework, a foreign seat and foreign procedural supervision may impliedly exclude Part I.
Conduct during the arbitration is relevant to contractual interpretation.
A party that participates throughout without objecting cannot later re-characterise the seat merely because the award is unfavourable.

The arbitration clause expressly delegated selection of the place to the ICC.
The ICC exercised that power and chose London.
This was not a unilateral or accidental hearing arrangement.
It was a contractual mechanism chosen by both parties.
The arbitral proceedings were then conducted consistently with London as the seat.
E-City participated without:
challenging the ICC’s authority;
reserving a claim that India remained the seat; or
seeking timely clarification.
The English legal system consequently supplied supervisory support.
The Court held that the ICC’s determination and the parties’ conduct showed a common intention to anchor the arbitration in London.
Indian contractual or factual connections did not change the seat.
Under the then-prevailing Bhatia framework, the Court examined implied exclusion.
The foreign seat, institutional procedure and conduct sufficiently excluded Part I.
Section 34 was therefore unavailable in India.
Any annulment challenge belonged before the competent English court.
Indian courts could consider the award only when enforcement was sought under Part II.
The Court also reinforced party autonomy.
When parties delegate procedural choices to an institution, they are bound by the institution’s valid decision.
They cannot accept the process and later reject its jurisdictional consequences.
After BALCO, the same conclusion follows directly from territoriality.

The Supreme Court held that London was the juridical seat selected through the parties’ agreed ICC mechanism.
Part I was impliedly excluded.
The Section 34 challenge in India was not maintainable.
Use this case for: an institutionally selected place becomes the seat where the agreement authorises that choice and the parties participate on that basis.