Drafting

Governing Law vs Procedural Law in Arbitration Clauses

The law that decides your contract dispute and the law that governs how the arbitration itself runs are not the same thing — and a clause that conflates them causes real problems.

Published
28 Sep 2026
Read time
1 min read
Seat
Chennai

"Governing law" (or "proper law") is the law that decides the substantive rights and obligations under the contract — who owes what to whom, and why. "Procedural law" (usually the law of the seat) governs how the arbitration itself is conducted — appointment of arbitrators, interim relief, and challenges to the award.

In most domestic Indian contracts these coincide, and few practitioners think twice. In cross-border contracts they routinely diverge: a contract governed by English law can still be arbitrated with its seat in Chennai, applying Indian procedural law to the arbitration while English law decides the merits.

A clause that names only one "governing law" for everything, without addressing the seat separately, leaves this split unresolved. State both explicitly, and confirm they work together rather than assuming a single line covers everything.

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