Drafting

How to Draft an Arbitration Clause That Actually Works

Most arbitration clauses are copy-pasted from the last contract. Here's what a clause needs to say to avoid a jurisdictional fight before the real dispute is even heard.

Published
18 Aug 2026
Read time
2 min read
Seat
Chennai
DraftingHow to Draft an Arbitration Clause That Actually Works

Most arbitration clauses in Indian commercial contracts are inherited — copied from the last deal, unread, and rarely tested until there's an actual dispute. That's usually the first time anyone discovers the clause is ambiguous.

A workable clause needs to answer six questions without leaving room for argument. Skipping any one of them hands the more difficult party a procedural fight to have before the tribunal even reaches the merits.

Seat, not just venue. The seat determines which country's courts have supervisory jurisdiction over the arbitration — it's a legal concept, not a location chosen for convenience. Venue is where hearings actually happen and can differ from the seat. Name both, expressly, and don't use the two words interchangeably.

Governing law of the contract, and of the arbitration agreement. These can be different, and increasingly are in cross-border contracts. State both clearly rather than assuming the contract's governing law automatically covers the arbitration agreement too.

Appointing authority and number of arbitrators. Silence here means the default mechanism under the Act applies, which is slower and gives you less control over who hears the dispute. Name the institution, or the method of appointment, and fix the tribunal at one or three arbitrators up front.

Language of the proceedings. In a multi-jurisdictional contract, this avoids a dispute about which language the pleadings, evidence and award will be in.

Scope of arbitrable disputes. "All disputes arising out of or in connection with this agreement" is broader and safer than a narrower phrase that a resistant party can later argue excludes their particular dispute.

Multi-tier escalation, if you want one. A clause that requires negotiation, then mediation, before arbitration can be commercially sensible — but only if each tier has a hard time limit. An open-ended "good faith negotiation" step, without a deadline, becomes a delay tactic rather than a genuine off-ramp.

None of this needs to be long. A clause that answers these six questions in five or six lines will hold up better than a page of aspirational drafting that leaves the actual mechanics to be argued about later.

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