An arbitral tribunal is only as legitimate as the persons who sit on it. The moment an arbitrator becomes legally disqualified, physically incapable, or simply unwilling to move the reference forward, the law must answer two questions at once: when does that arbitrator's authority end, and who steps into the vacant seat? Sections 14 and 15 of the Arbitration and Conciliation Act, 1996 supply the machinery for both. Section 14 governs termination of the mandate by reason of failure or impossibility to act; Section 15 governs substitution of the arbitrator and the fate of proceedings already conducted. Together they sit at the intersection of party autonomy, minimal judicial intervention, and the non-negotiable demand that an arbitrator be both eligible and impartial. This article maps the text, the doctrinal architecture built around it, and the Supreme Court decisions that have given Sections 14 and 15 their practical contours.

The Statutory Scheme: Where Termination Fits

Chapter III of the Arbitration and Conciliation Act, 1996 deals with the composition of arbitral tribunals. It opens with the number of arbitrators (Section 10), moves through appointment (Section 11), disclosure and challenge (Sections 12 and 13), and culminates in the two provisions that close the life-cycle of an individual arbitrator: termination of mandate (Section 14) and substitution (Section 15). The architecture is deliberate. An arbitrator's authority is not perpetual; it is a mandate conferred by the parties' agreement and the statute, and like any mandate it can lapse.

Section 14 enumerates the events that end the mandate by operation of law or by the parties' act, and provides a narrow window for court intervention where a controversy persists. Section 15 then catalogues a wider set of termination triggers, including withdrawal and revocation by agreement, and prescribes how the vacancy is filled and what becomes of the record already built. The two sections are read together because Section 15 expressly carries forward the consequences of a Section 14 termination. To understand them, one must first be comfortable with the foundational concepts covered in our note on the definitions of arbitration, arbitral tribunal and court, and with the overall design surveyed in the Arbitration and Conciliation Act hub.

The Text of Section 14

Section 14(1) provides that the mandate of an arbitrator shall terminate and he shall be substituted by another arbitrator if, first, he becomes de jure or de facto unable to perform his functions or for other reasons fails to act without undue delay; and second, he withdraws from his office or the parties agree to the termination of his mandate. Sub-section (2) supplies the court's role: if a controversy remains concerning any of the grounds referred to in clause (a) of sub-section (1), a party may, unless otherwise agreed, apply to the Court to decide on the termination of the mandate.

Sub-section (3) preserves party autonomy and an arbitrator's discretion by clarifying that if, under this section or under Section 13(3), an arbitrator withdraws from office or a party agrees to the termination of the mandate, that withdrawal or agreement does not imply acceptance of the validity of any ground referred to in this section or in Section 12(3). In other words, an arbitrator who steps down to avoid a contest is not conceding that the alleged disqualification was made out. This is a quiet but important safeguard against the inference of bias from mere prudence.

De Jure and De Facto Inability to Act

The phrase "de jure or de facto unable to perform his functions" is the heart of Section 14(1)(a). De jure inability is a legal incapacity: the arbitrator is, in law, disqualified or barred from continuing. The clearest modern example is ineligibility under Section 12(5) read with the Seventh Schedule, where a person's relationship with a party or the subject matter renders him incapable of holding office regardless of his actual conduct. De facto inability is a factual incapacity: serious illness, prolonged unavailability, death, or any practical circumstance that prevents the arbitrator from discharging his functions.

The residual limb, "for other reasons fails to act without undue delay," captures the arbitrator who is neither legally nor physically incapable but who allows the reference to stagnate. The standard is objective; mere slowness is not enough, but a refusal or persistent failure to move the proceedings to award within a reasonable time engages the section. The interplay between these limbs was decisively clarified by the Supreme Court in HRD Corporation v. GAIL (India) Ltd., which we examine below, and in Jayesh H. Pandya v. Subhtex India Ltd. on the question of delay.

HRD Corporation v. GAIL: De Jure Inability and the Court's Power

The leading authority on the scope of Section 14 is HRD Corporation (Marcus Oil and Chemical Division) v. GAIL (India) Ltd., (2018) 12 SCC 471, decided by a Bench of Justices R.F. Nariman and Sanjay Kishan Kaul on 31 August 2017. The dispute arose out of repeated arbitrations between the same parties over a wax-supply contract; in a later reference GAIL nominated a former judge who had served as an arbitrator in earlier references, and HRD challenged the appointment.

The Court drew a sharp dichotomy created by the 2015 Amendment. Where a person falls within the Seventh Schedule, he is ineligible to be appointed and, once ineligible, becomes de jure unable to perform his functions under Section 14(1)(a); the remedy is to approach the Court directly under Section 14(2) for a declaration that the mandate has terminated, because such a person lacks inherent jurisdiction to continue. By contrast, where the objection is only that justifiable doubts exist as to independence or impartiality under the Fifth Schedule, the exclusive remedy is the challenge procedure under Section 13, culminating, if unsuccessful, in a challenge to the award under Section 34. On the facts, the Court held that mere prior appointment by the same party in earlier references did not, by itself, render the arbitrator ineligible, and counselled a "broad common-sensical approach" to construing the Schedules. The decision settled a long-running High Court conflict over whether Section 14 or Section 13 was the correct route for ineligibility, and it remains the anchor for any de jure termination argument. The disclosure and challenge framework it builds upon is examined in our note on the form and validity of the arbitration agreement.

Ineligibility Under Section 12(5): When the Appointing Authority Is Itself Disqualified

The de jure limb of Section 14 acquired even greater force in Bharat Broadband Network Ltd. v. United Telecoms Ltd., (2019) 5 SCC 755, decided on 16 April 2019. There the Managing Director of one party, who was himself ineligible under Section 12(5) read with the Seventh Schedule, had nominated the sole arbitrator. The Supreme Court held that a person who is statutorily ineligible to be an arbitrator is equally ineligible to appoint one; the appointment of the sole arbitrator was therefore void ab initio.

Crucially, the Court held that once an arbitrator falls within the Seventh Schedule he becomes de jure unable to perform his functions, and a party may move the Court under Section 14(2) to terminate the mandate without first exhausting the Section 13 challenge before the tribunal itself. The Court also construed the proviso to Section 12(5), which permits parties to waive ineligibility only by an "express agreement in writing" entered into after disputes have arisen; mere participation in the proceedings, or failure to object within the Section 13 timeline, does not amount to such a waiver. The interplay between this strict waiver standard and the general principle of waiver is worth reading alongside our note on the waiver of the right to object.

Failure to Act Without Undue Delay

The third trigger in Section 14(1)(a), failure to act without undue delay, was authoritatively applied in Jayesh H. Pandya v. Subhtex India Ltd., 2019 SCC OnLine SC 1101, decided on 27 August 2019. The arbitration agreement fixed a period of four months for the arbitrator to render the award, extendable only with the consent of the parties. The first preliminary meeting was held in May 2007 and the four-month period expired without an award, the appellants having expressly objected to any extension.

The Supreme Court held that where the parties have themselves fixed a time-limit and made its extension contingent on mutual consent, the arbitrator has no power to enlarge the time unilaterally; once one party withholds consent and the period lapses without an award, the mandate stands terminated automatically by operation of Section 14(1)(a) for failure to act without undue delay. The decision underscores that party autonomy over the timetable is real and enforceable: an arbitrator cannot ride roughshod over an agreed deadline. It is, however, distinct from the statutory timeline now imposed by Section 29A (inserted by the 2015 Amendment), which prescribes a twelve-month period extendable by six months by consent and thereafter only by the court, with the court empowered to substitute arbitrators while extending time.

The Court's Role Under Section 14(2)

Section 14(2) is a narrow window of permitted judicial intervention, consistent with the Act's animating policy of minimal court interference expressed in Section 5. A party may approach the Court only where a controversy remains concerning a ground in clause (a) of sub-section (1), that is, de jure or de facto inability or failure to act. The court does not sit in appeal over the merits of the reference; it decides the discrete question whether the mandate has terminated.

The "Court" for this purpose is the principal civil court of original jurisdiction or the High Court exercising ordinary original civil jurisdiction, as defined in Section 2(1)(e). Where the ground is pure ineligibility under the Seventh Schedule, Bharat Broadband confirms that the Section 14(2) route is available directly, because the tribunal cannot rule on its own demise. Where, however, the objection sounds only in justifiable doubts under the Fifth Schedule, HRD Corporation directs the party back to the Section 13 challenge procedure before the tribunal, reserving the court contest for the post-award stage under Section 34. The boundary between these two routes is the single most litigated aspect of Section 14.

Withdrawal and Termination by Agreement

Beyond inability and delay, Section 14(1)(b) recognises two consensual or quasi-consensual routes to termination: the arbitrator's own withdrawal from office, and the parties' agreement to terminate the mandate. Both flow from the contractual foundation of arbitration. Just as the parties' agreement constitutes the tribunal, their agreement can dissolve an arbitrator's authority. An arbitrator who perceives a conflict or simply wishes to demit office may withdraw, and Section 14(3) ensures that such withdrawal carries no admission of the validity of any ground urged against him.

This protective rule matters in practice. An arbitrator faced with a challenge under Section 13 might prefer to step down rather than have his impartiality litigated; Section 14(3) and the parallel Section 13(3) make clear that doing so is not a confession of bias. The provision thus encourages arbitrators to act with caution without fear that prudence will be read as guilt, and it dovetails with the disclosure obligations that arise at the outset of the appointment.

Termination by agreement, the second route in clause (b), reflects the deepest principle of arbitration: the parties are masters of their own dispute-resolution process. Having jointly conferred the mandate, they may jointly withdraw it. This may occur where the parties lose confidence in the arbitrator, where they wish to consolidate references, or where they have agreed to settle and no longer need an adjudicator. Because the source of the arbitrator's authority is consensual, its consensual termination requires no court sanction and no proof of any disqualifying ground; the parties' concurrence is sufficient. Section 15(1) restates this by listing withdrawal and termination pursuant to agreement as freestanding triggers, ensuring that the consensual basis of arbitration is honoured at the end of an arbitrator's tenure just as it is at the beginning.

The Text of Section 15: Termination and Substitution

Section 15 broadens the picture. Sub-section (1) provides that, in addition to the circumstances in Sections 13 and 14, the mandate of an arbitrator shall terminate where he withdraws from office for any reason, or by or pursuant to agreement of the parties. This sweeps in voluntary resignation and consensual revocation as freestanding termination events.

Sub-section (2) is the operative substitution rule: where the mandate of an arbitrator terminates, a substitute arbitrator shall be appointed according to the rules that were applicable to the appointment of the arbitrator being replaced. The phrase "according to the rules that were applicable" is significant. It means the substitution follows the same appointment mechanism the parties originally agreed, whether that was party nomination, an institutional rule, or recourse to Section 11. The seat does not simply fall vacant; it is refilled by the same route that filled it the first time, preserving the parties' bargain over how arbitrators are chosen, a bargain rooted in the arbitration agreement discussed in our note on form and validity.

The Fate of Prior Proceedings: Section 15(3) and 15(4)

A substituted arbitrator does not inherit a blank slate, nor is the entire reference necessarily begun afresh. Section 15(3) provides that unless otherwise agreed by the parties, where an arbitrator is replaced under sub-section (2), any hearings previously held may be repeated at the discretion of the arbitral tribunal. The default is therefore not automatic repetition; the reconstituted tribunal decides, in its discretion, whether and to what extent earlier hearings should be heard again. This balances procedural economy against the new arbitrator's need to be satisfied that he has properly appreciated the evidence.

Section 15(4) addresses the validity of orders and rulings made before substitution: an order or ruling of the arbitral tribunal made prior to the replacement of an arbitrator under that section is not invalid solely because there has been a change in the composition of the tribunal. This prevents a substitution from unravelling interim measures, procedural directions, or jurisdictional rulings already delivered, lending stability to a reference that survives a change of personnel. The principle harmonises with the tribunal's competence to rule on its own jurisdiction and with the broad procedural autonomy the Act confers.

The drafting choice in Section 15(3) repays attention. By making repetition discretionary rather than mandatory, the legislature struck a balance between two competing values. On the one hand, a new arbitrator must be genuinely satisfied that he has understood the evidence he is to weigh; blind adoption of a predecessor's record could compromise the fairness of the award. On the other hand, requiring every reference to start afresh on each substitution would be ruinous to the speed and economy that arbitration promises, and would hand an obstructive party a powerful tool to derail proceedings by engineering a change of arbitrator. The discretionary formula leaves the calibration to the tribunal, which is best placed to judge how much of the record needs to be re-heard. Read with Section 15(4), the scheme treats the reference as a continuing entity that outlives the individuals who staff it, rather than as a fragile process that collapses whenever a chair changes hands.

Continuation by the Remaining Arbitrators

The local notes record the proposition that where an arbitrator on a multi-member panel ceases to act, the remaining arbitrators may continue unless otherwise agreed. This reflects the practical reality of three-member tribunals, where the loss of one member should not paralyse the reference. The statutory default, however, is substitution under Section 15(2): the vacancy is ordinarily filled by appointing a replacement through the same route that produced the original arbitrator, rather than by allowing a "truncated" two-member tribunal to proceed.

Whether a truncated tribunal may render a valid award turns on the parties' agreement and the applicable institutional rules; under the bare statutory scheme the safer and intended course is reconstitution. Aspirants should therefore state the rule with care: substitution is the norm, and continuation by the surviving members is permissible only where the parties' agreement or the governing rules so provide. Conflating the two is a common examination error.

Reading Sections 13, 14 and 15 Together

Sections 13, 14 and 15 form a connected sequence and are best understood as a single mechanism for managing the integrity of the tribunal. Section 13 supplies the challenge procedure where justifiable doubts exist as to independence, impartiality or qualifications, with the tribunal deciding in the first instance and the contest carried, if necessary, into a Section 34 challenge to the award. Section 14 governs termination where the arbitrator is de jure or de facto unable to act, or fails to act without undue delay, with a direct court route under sub-section (2). Section 15 then collects all the termination triggers, adds withdrawal and consensual revocation, and prescribes substitution and the treatment of the existing record.

The decisive doctrinal line, drawn in HRD Corporation and reinforced in Bharat Broadband, is between ineligibility (Seventh Schedule, de jure, Section 14 route) and justifiable doubts (Fifth Schedule, Section 13 route). Choosing the wrong route is fatal in practice: a party who treats a Fifth-Schedule doubt as a Seventh-Schedule ineligibility and rushes to court under Section 14(2) will be turned away, while a party with a genuine ineligibility who waits to challenge only at the Section 34 stage risks an award rendered by a tribunal that never had jurisdiction. The framework also presupposes a clear understanding of how proceedings begin and how communications are served, for which see our note on receipt of written communications.

Practical and Exam Significance

For judiciary and CLAT-PG aspirants, Sections 14 and 15 are a high-yield pairing because they tie together appointment, disclosure, challenge and the policy of minimal judicial intervention. The examinable propositions are crisp. Termination under Section 14 follows three grounds: de jure inability, de facto inability, and failure to act without undue delay, plus withdrawal and agreement under clause (b). Ineligibility under Section 12(5) read with the Seventh Schedule is the paradigm of de jure inability and opens a direct Section 14(2) court route, as Bharat Broadband holds, including the rule that an ineligible person cannot validly appoint an arbitrator and that waiver requires an express written agreement after disputes arise.

Delay that breaches an agreed time-limit terminates the mandate automatically, as Jayesh H. Pandya holds, while the modern statutory timetable lives in Section 29A. Substitution under Section 15 follows the original appointment rules, prior hearings may be repeated at the tribunal's discretion under Section 15(3), and earlier orders survive a change in composition under Section 15(4). Hold these threads together with the HRD Corporation distinction between the Fifth and Seventh Schedules, and the chapter becomes one of the most reliably scoring areas of arbitration law. To place these provisions in the wider scheme, revisit the introduction to the Arbitration and Conciliation Act.

Frequently asked questions

What does termination of an arbitrator's mandate mean under Section 14?

It means that the arbitrator's legal authority to act in the reference comes to an end. Under Section 14(1) the mandate terminates where the arbitrator becomes de jure or de facto unable to perform his functions, or for other reasons fails to act without undue delay, or where he withdraws from office or the parties agree to terminate. Where a controversy remains over these grounds, Section 14(2) allows a party to apply to the Court to decide whether the mandate has ended.

What is the difference between de jure and de facto inability to act?

De jure inability is a legal incapacity, the clearest example being ineligibility under Section 12(5) read with the Seventh Schedule, where the arbitrator is barred in law from holding office. De facto inability is a factual incapacity such as serious illness, prolonged unavailability or death that practically prevents the arbitrator from discharging his functions. In HRD Corporation v. GAIL (India) Ltd., (2018) 12 SCC 471, the Supreme Court held that an ineligible arbitrator becomes de jure unable to act and his mandate may be terminated directly by the Court under Section 14(2).

Can an ineligible person appoint an arbitrator?

No. In Bharat Broadband Network Ltd. v. United Telecoms Ltd., (2019) 5 SCC 755, the Supreme Court held that a person who is himself ineligible under Section 12(5) read with the Seventh Schedule cannot validly appoint an arbitrator, and any such appointment is void ab initio. The party may then move the Court under Section 14(2) to terminate the mandate without first exhausting the Section 13 challenge before the tribunal.

Does failure to make an award within an agreed time terminate the mandate?

Yes, where the parties have fixed a time-limit extendable only by mutual consent. In Jayesh H. Pandya v. Subhtex India Ltd., 2019 SCC OnLine SC 1101, the Supreme Court held that an arbitrator has no power to extend an agreed deadline unilaterally; once one party withholds consent and the period lapses without an award, the mandate terminates automatically under Section 14(1)(a) for failure to act without undue delay. This is distinct from the statutory timeline in Section 29A.

How is a substitute arbitrator appointed under Section 15?

Under Section 15(2), where an arbitrator's mandate terminates, a substitute arbitrator is appointed according to the same rules that applied to the appointment of the arbitrator being replaced. So if the original arbitrator was party-nominated, the replacement is party-nominated; if appointed under an institutional rule or through Section 11, the same route is followed. This preserves the parties' original bargain over how arbitrators are chosen.

What happens to hearings and orders already completed before substitution?

Under Section 15(3), unless the parties agree otherwise, previously held hearings may be repeated at the discretion of the reconstituted tribunal, so repetition is not automatic. Under Section 15(4), any order or ruling made before the replacement is not invalid merely because the composition of the tribunal has changed. Together these rules give the reference stability and prevent a substitution from unravelling interim measures or jurisdictional rulings already delivered.