The dispute arose from an International Exclusive Distributor Agreement signed in May 2016 between Disortho S.A.S., a Colombian company, and Meril Life Sciences Private Limited, an Indian company, for distributing medica

The facts of the given situation are based on the case Disortho S.A.S. v. Meril Life Sciences Private Limited decided by Supreme Court on 18th March, 2025. In these type of cases, three distinct legal systems which come into play when a dispute occurs: (i) lex-contractus , the law governing the substantive contractual issues; (ii) lex arbitri , the law governing the arbitration agreement and the performance of this agreement; and (iii) lex-fori , the law governing the procedural aspects of arbitration. These legal systems may either differ or align, depending on the parties' choices. Further, there may be internal splits within these legal systems, such as for lex arbitri. The Hon'ble Supreme Court has also referred to the following International cases in this case: In Enka Insaat Ve Sanayi AS v. OOO Insurance Company Chubb , the UK Supreme Court examined this legal issue and divergent opinions surrounding it. One line of precedents suggest that the lex contractus should govern the arbitration agreement. Although the arbitration agreement is separable from the main contract, it is not completely detached from it. Conversely, there is case law indicating that the law of the seat of arbitration should typically govern the arbitration agreement. Enka Insaat (supra) follows the principles stipulated in Sulamérica Cia Nacional De Seguros S.A. and Others v. Enesa Engenharia S.A. and Others , which it observes straddles both views. Further, the Supreme Court has validated the three-stage enquiry test as mentioned in Sulamérica case, which are: (i) express choice, (ii) implied choice and (iii) closest and most real connection. Therefore, the law applicable to the arbitration agreement can be: (a) the law chosen by the parties to govern it or (b) in the absence of such a choice, the system of law with which the arbitration agreement is most closely connected. The principles as laid down in this judgement can be referred for determining the jurisdiction in international commercial arbitration when contractual clauses conflict.