2018 (12) TMI 1191 - HC - Indian Laws

Revocation of leave - non-realisation of dues in respect of invoices raised for supplies made by the plaintiff to the defendants under purchase orders - Held that - There is no doubt that the agreement between the plaintiff and the defendant for sale and purchase of goods was entirely contemplated to be performed outside the jurisdiction of this Court. The purchase orders issued by the defendant/buyer are forum-neutral although they were addressed to the plaintiff at Chhatisgarh and Maharashtra where they were also received. The invoices raised by the plaintiff for supply of the goods in question contained an unambiguous and specific forum selection clause. The choice made by the defendant in inserting the clauses subject to Raipur jurisdiction only and subject to Nagpur jurisdiction only indicate that the parties had agreed to be subjected only to Courts in these jurisdictions. There is no basis to presume that the parties have given a go-by to the clause conferring exclusive jurisdiction to Raipur and Nagpur - application allowed.

Issues Involved:
1. Application for revocation of leave under Clause 12 of the Letters Patent, 1865.
2. Rejection of the plaint due to lack of jurisdiction.
3. Validity and effect of the forum selection clause in the invoices.
4. Determination of whether an oral agreement supersedes the forum selection clause.
5. Balance of convenience and potential oppression in enforcing the forum selection clause.

Detailed Analysis:

1. Application for Revocation of Leave Under Clause 12 of the Letters Patent, 1865:
The defendant sought revocation of leave granted under Clause 12 of the Letters Patent, 1865, arguing that no part of the cause of action arose within the jurisdiction of the Calcutta High Court. The plaintiff had obtained leave to file the suit in this Court based on an alleged oral agreement and payments made to a bank within its jurisdiction.

2. Rejection of the Plaint Due to Lack of Jurisdiction:
The defendant contended that the purchase orders, supplies, and invoices were all connected to locations outside West Bengal, specifically in Chhattisgarh, Maharashtra, Andhra Pradesh, Assam, and Karnataka. The invoices included a forum selection clause specifying Raipur or Nagpur jurisdiction, which the defendant argued should exclude the jurisdiction of the Calcutta High Court.

3. Validity and Effect of the Forum Selection Clause in the Invoices:
The invoices issued by the plaintiff contained clear forum selection clauses stating "Subject to RAIPUR Jurisdiction Only" and "Subject to Nagpur Jurisdiction Only." The defendant argued that these clauses were binding and indicated the parties’ agreement to resolve disputes exclusively in Raipur or Nagpur. The plaintiff, however, claimed that the forum selection clause was not mutually agreed upon and was a later addition to the oral agreement.

4. Determination of Whether an Oral Agreement Supersedes the Forum Selection Clause:
The plaintiff argued that there was no concluded contract due to the lack of mutual agreement on the forum selection clause. The plaintiff also cited an oral agreement and payments made within the jurisdiction of the Calcutta High Court as the basis for filing the suit there. However, the court found that the plaintiff had inserted the forum selection clause in the invoices, and there was no evidence of any subsequent agreement to modify this clause.

5. Balance of Convenience and Potential Oppression in Enforcing the Forum Selection Clause:
The court considered whether enforcing the forum selection clause would be oppressive or cause significant inconvenience. The plaintiff did not provide any evidence that approaching the courts in Raipur or Nagpur would be oppressive or that the evidence was located in Calcutta. The court noted that the forum selection clause was acted upon by both parties, with the defendant making payments and the plaintiff crediting these payments.

Conclusion:
The court concluded that the forum selection clause was binding and that the parties had agreed to confer exclusive jurisdiction on the courts in Raipur and Nagpur. The court found no basis to presume that the parties had abandoned this clause. Consequently, the application for revocation of leave was allowed, and the plaint filed in the Calcutta High Court was directed to be taken off the file. The court also granted the defendants unconditional leave to defend the suit.

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