1 2025:CGHC:22785 AFR HIGH COURT OF CHHATTISGARH AT BILASPUR MA No. 31 of 2018 Reserved on 5-5-2025 Delivered on 10 - 6-2025 1 - Amar Singh Matolia S/o Late Kodulal Matolia Aged About 54 Years R/o Kotma Kalri District Anuppur (M.P.) (Plaintiff), District : Anuppur, Madhya Pradesh ... Appellant versus 1 - South Eastern Coalfields Limited Seepat Road, Bilaspur Through Mukhya Mahaprabhandak (C.M.C.) South Eastern Coalfields Limited Bilaspur, Chhattisgarh, 2 - South Eastern Coalfields Limited Johila Area, Naurozabad District Umaria (M.P.) Through Mukhya Mahaprabandhak (S.E.C.L.) Johila Area, Naurozabad District Umaria (M.P.) (Defendants), ... Respondents (Cause title taken from Case Information System) For Appellant : Mr. Rajeev Bharat, Advocate. For Respondents : Mr. Sudhir Kumar Bajpai, Advocate. Digitally signed by AVANISH KUMAR PATHAK Date: 2025.06.10 16:57:59 +0530 2 (Hon’ble Shri Justice Naresh Kumar Chandravanshi) C A V Order 1. This Miscellaneous Appeal has been preferred by the appellant/plaintiff under Order 43 Rule 1(a) of the Civil Procedure Code, 1908 (in short ‘CPC’), questioning the legality and propriety of the order dated 15.02.2018 (Annexure-A/1) passed by the First Upper District Judge, Bilaspur, District Bilaspur (C.G.) in Civil Suit No.53-B/2014, whereby, it has directed for return of plaint under Order 7 Rule 10 of CPC, holding it to be barred by territorial jurisdiction of the Civil Court, District Bilaspur (C.G.) under Section 20 of the CPC. (Parties hereinafter shall be referred to as per their description before the trial Court). 2. Facts of the case, as projected by the plaintiff, are that, defendant No.1 issued two Notice Inviting Tender (NIT), first, for transportation of coal from Birsinghpur Mines (M.P.) to Nowrozabad, District Umaria (M.P.) on 02.05.2007 and second, for transportation of coal from Kanchan Open Cast Mines to Nowrozabad, District Umaria (M.P.) on 06.08.2008. Being the lowest bidder, bid of plaintiff was accepted by defendant No.1 and Letter of intent dated 23.07.2007 (Annexure-A/6) and dated 17.12.2008 (Annexure-A/7) were also issued by defendant No.1. Contract-agreement was executed on 31.10.2007 and 09.03.2009, respectively between the plaintiff and the defendants. Subsequently, dispute arose between the parties regarding performance of work and payment of bill and ultimately, the contracts were terminated on 3 17.09.2009 by the defendants. Therefore, plaintiff filed aforesaid civil suit for recovery of alleged outstanding bills, illegal deduction of damages of Rs.51,92,863/- against the defendants. As per the Contract, though said work was to be performed in the area of defendant No.2, i.e., Johila Area, Nowrozabad, District Umaria (M.P.), which is subordinate (sub-area) office of defendant No.1/South Eastern Coalfields Limited (henceforth ‘SECL’), Seepat Road, Bilaspur, Chhattisgarh, where its head office is situated, but as per NIT Agreement executed between the parties, it was agreed by them that, any dispute relating to contract shall be subject to the jurisdiction of Bilaspur Court only. Therefore, the plaintiff filed aforesaid civil suit before the District Judge, Bilaspur (C.G.). 3. After entering their appearance, defendants filed their joint written statement, denying the allegations levelled by the plaintiff against them by raising preliminary objection that, suit is barred by territorial jurisdiction, as in pursuance of said contract, work relating to contract was to be carried out at Johila Area, Nowrozabad, District Umaria (M.P.), therefore, the District Court, Bilaspur has no territorial jurisdiction to consider and decide the civil suit. Based on the pleading of both the parties, learned trial Court (First Upper District Judge, Bilaspur) framed six issues and issues No.3 & 4 were taken to be decided as preliminary issues, which reads as under:- “3. क्या प्रकरण सुनवाई का क्षेत्राधिकार इस न्यायालय को है ? 4 4. क्या वादी के द्वारा पृथक - पृथक निनष्पानिदत दो अनुबंों के सन्दर्भ' में प्रश्नाीन प्रकरण पोषणीय है ?” 4. Though, learned trial Court framed aforesaid two preliminary issues, but vide impugned order dated 15.02.2018, after hearing both the parties, decided only preliminary issue No.3, holding therein that, the Civil Court, Bilaspur has no territorial jurisdiction to hear and decide the case, as right from issuance of tender till execution of both the agreements, all acts were done by defendant No.2 and works relating to the contract were also to be carried in the area of defendant No.2 {Johila Area, Nowrozabad, District Umaria (M.P.)}, as such, cause of action does not arise in the territorial jurisdiction of Civil Court, Bilaspur, therefore, learned trial Court directed to return the plaint as provided under Order 7 Rule 10 of CPC and in that view of the matter, it did not record its finding in respect of preliminary issue No.4. Being aggrieved by this order, the plaintiff/appellant has filed the instant miscellaneous appeal. 5. Learned counsel for the appellant/plaintiff would submit that, though said work relating to both the contracts was to be carried out in the Johila Area, Nowrozabad, Distt. Umaria (MP) (Area of defendant No. 2) and both the agreements were also signed by the defendant No. 2, but its head office is defendant No. 1 situated at Bilaspur. He further submits that, both the NITs were issued by the defendant No. 1, bids were accepted & Letters of Intent were also issued by defendant No. 1 and contract-agreements were also executed on behalf of defendant 5 No. 1 by the defendant No. 2. He further submits that, as per Clause 32 of the NIT agreement/contract, it was agreed by both the parties that, ‘matter relating to any dispute or difference arising out of this tender and subsequent contract awarded based on the bid shall be subject to the jurisdiction of Bilaspur Court only’. Thus, vide aforesaid terms, dispute relating to the contract was restricted to the jurisdiction of the Civil Court, Bilaspur only. Though, work relating to said contract was to be carried out in Johila area of defendant No. 2, but part of cause of action also arose in the territorial jurisdiction of Civil Court, Bilaspur as both the NITs were issued by the defendant No. 1, and Letters of Intent were also issued by it. Further, the jurisdictional court was also restricted to Bilaspur only and it is also not a case of conferring jurisdiction to Civil Court, Bilaspur, where cause of action did not arise at all, rather, part of cause of action also arose within the territory of District Court, Bilaspur where head office of defendant No. 1 is situated, therefore, learned counsel submits that, the trial Court has failed to appreciate aforesaid fact, particularly Clause 32 of the NIT agreement. He further submits that, it is settled preposition of law that, if cause of action arose within the territorial jurisdiction of two or more courts, then, the parties of contract may restrict the jurisdiction of any of the said Courts as was agreed by the parties in instant case. In this regard, he relied in the case of Shriram City Union Finance Corporation Ltd. Vs. Rama Mishra reported in (2002) 9 SCC 613. He lastly submits that, under the terms of Clause 32 of the NIT agreement, Civil Court, Bilaspur is very well having territorial jurisdiction to consider and decide the civil suit, but learned trial Court without considering 6 aforesaid legal preposition and terms of agreement, has passed the impugned order, hence it is prayed that the impugned order may be set aside, the appeal may be allowed and the trial Court may be directed to consider and decide the civil suit accordingly. 6. Per contra, learned counsel appearing for defendants/respondents would submits that, defendants organization SECL is registered under the Companies Act and it is a public sector undertaking of the Government of India. Its headquarter is situated at Seepat Road, Bilaspur (CG) (defendant No. 1) and business of defendants is to operate coal mines situated in two states i.e. State of Madhya Pradesh and State of Chhattisgarh. Due to administrative reasons, the SECL has divided its territories in various areas for extracting coal. Johila area (Defendant No. 2) is one of such areas of the SECL situated at Nowrozabad, District Umariya (MP). He further submits that, work under both the contracts was to be carried out in Johila area, District Umariya (MP). Plaintiff and defendant No. 2 also carried out their business in that area. Agreement was also signed by plaintiff and defendant No.2. therefore, cause of action in respect of said dispute arose in the area of defendant No. 2 i.e. Johila, Nowrozabad, Distt. Umariya (MP). Therefore, in such fact-situation, only because head office of the SECL is situated at Bilaspur, it cannot be said that the cause of action arose in the area of defendant No. 1. In this regard, learned counsel for the defendant heavily relied upon, in the case of M/s. Patel Roadways Ltd., Bombay Vs. M/s. Prasad Trading Company reported in AIR 1992 SC 1514 : (1991) 4 SCC 270, in which, 7 Hon’ble Supreme Court while dealing with the Explanation of Section 20 of the CPC, has held that, if any corporation/company has its sole or principal office at a particular place, then the Court within whose jurisdiction the principal office of the company is situated, will also have jurisdiction, inasmuch as, even if the defendants are not actually carrying business on that place, it will be deemed to carry on business at that place, because of the fiction created by the explanation. But, where the defendant does not have a sole office but has a principal office at one place and has also a subordinate office at another place, then it is not the court within whose jurisdiction the principal office of the defendant is situated but the court within whose jurisdiction it has a subordinate office which alone shall have jurisdiction “in respect of any cause of action arising at any place where it has also a subordinate office”. Learned counsel for the defendants referring to aforesaid dictum, would submit that, though the principal office of SECL is situated at Bilaspur but its subordinate office is situated at Johila area, District Umariya, (MP) and work under contract was also to be carried out there and the contracts were also signed by the plaintiff and defendant No. 2, therefore, learned trial Court has not committed any mistake in passing impugned order. Hence, he prays that the instant appeal is liable to be rejected. 7. I have heard learned counsel for the parties and perused the material available on record. 8. Perusal of both the NITs, Letters of Intent (LOI) and contracts executed between the parties shows that, NITs were issued by the Chief General 8 Manager ( CMC ), SECL, Bilaspur. Bids were also accepted and Letters of Intent were also issued by the defendant No. 1 in respect of both the contracts. Thus, part of cause of action relating to the issue also arose in the jurisdiction of Civil Court, Bilaspur, as head office of SECL is situated at Seepat Road, Bilaspur, though, work under the contract was to be carried out in Johila Area, Nowrazabad, District Umaria (M.P.)/defendant No.2. Having considered the facts of the case, cause of action in respect of territorial jurisdiction of the Court shall be governed by Section 20 of the CPC, which reads thus:- “20. Other suits to be instituted where defendants reside or cause of action arises. - Subject to the limitations aforesaid, every suit shall be instituted in a Court within the local limits of whose jurisdiction— (a) the defendant, or each of the defendants where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain; or (b) any of the defendants, where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain, provided that in such case either the leave of the Court is given, or the defendants who do not reside, or carry on business, or personally work for gain, as aforesaid, acquiesce in such institution; or (c) the cause of action, wholly or in part, arises. [Explanation].—A corporation shall be deemed to carry on business at its sole or principal office in [India] or, in respect of any cause of action arising at any place where it 9 has also a subordinate office, at such place.” 9. Plain reading of aforesaid provision shows that, cause of action will also arise within the jurisdictional Court, where one of the defendants resides or carries on business or work for gain at the time of commencement of the suit. Explanation of aforesaid provision further provides that, cause of action will also arise where the sole or principal office or subordinate office is situated. In the case of Patel Roadways Ltd. (supra), Hon’ble Supreme Court while dealing with aforesaid explanation, has clarified that if any corporation or company has its sole or principal office at a particular place, then, cause of action shall be deemed to be arisen within the Court, in whose jurisdiction, the sole or principal office of the company is situated, even if, defendant may not be actually carrying on business at that place. But, if that company/corporation has also a subordinate office at another place and dispute is pertaining to that subordinate office then, the Court within whose jurisdiction, that subordinate office is situated, will alone has jurisdiction. In the instant case, though, Johila Area, Nowrazabad, District Umaria (M.P.) (area of defendant No.2) is subordinate office of defendant No.1 and actual work under the contract agreement was to be carried out in the area of defendant No.2, but, there was an agreement between the parties, whereby they have agreed to be restricted legal jurisdiction of Bilaspur Court only, pertaining to the dispute relating to tender and subsequent contract awarded under the bid. Therefore, in fact situation of instant case, the case law of Patel Roadways Ltd. (supra) is not helpful to the defendants. 10 10. In instant case, Clause 32 of the NIT document clearly stipulates legal jurisdiction relating to any dispute or difference pertaining to the tender and subsequent contract awarded under the bid, which reads thus:- “32. LEGAL JURISDICTION Matter relating to any dispute or difference arising out of this tender and subsequent contract awarded based on the bid shall be subject to the jurisdiction of Bilaspur Court only.” 11. Clause 18 of the Agreements of both the Contracts executed between both the parties clearly stipulates as under:- “18. All other terms and conditions of the tender documents and work order enclosed as Annexures shall also be a part of this Agreement.” 12. Perusal of aforesaid clauses of NIT-agreement clearly shows that, it was agreed by the parties that, if any matter relating to any dispute or difference arises out of the said tender and subsequent contract awarded under the bid, same shall be subject to the jurisdiction of Bilaspur Court only. Thus, though substantive work relating to the contract was to be carried out in the Johila area, District Umaria i.e. area of defendant No. 2, but part of cause of action relating to the dispute also arose in the jurisdiction of the Civil Court, Bilaspur, as the NITs were issued, bids were accepted and Letters of Intent were issued by the Chief General Manager (CMC), SECL, Bilaspur/defendant No. 1 and further, both the parties under the contract agreement restricted jurisdiction of Civil Court, Bilaspur only pertaining to the dispute relating to the contract. Further, it is not a case of conferring jurisdiction to the Civil Court, Bilaspur under the contract, 11 which otherwise, did not have jurisdiction at all, as part of cause of action also arose within the territorial jurisdiction of Civil Court, Bilaspur. 13. In the case of Shriram City Union Finance Corporation Ltd. (supra), the respondent obtained a bus on lease. The period of lease was 36 months on payment of monthly lease rental in 35 months. The respondent defaulted in making payment of the installments. As per clause 33 of the lease agreement, the matter was referred to an arbitrator, an advocate of Calcutta, for deciding the dispute. The arbitrator initiated the proceedings but in spite of notice, none appeared for the respondent. The appellant made an application under the Arbitration Act before the City Civil Court, Calcutta for appointment of a Receiver for taking over possession of the suit vehicle. A Receiver was appointed accordingly. Subsequently, the arbitrator passed an award in favour of the appellant. Consequently, the Receiver took over possession of the vehicle. Under clause 34 of the agreement the parties expressly agreed between themselves "that any suit, application and/or any other legal proceedings with regard to any matter, claims, differences and for disputes arising out of this agreement shall be filed and referred to the courts in Calcutta for the purpose of jurisdiction". However, the respondent filed a suit for injunction in the Court of Civil Judge (Junior Division), Bhubaneshwar, Orissa challenging the order that the repossession of the vehicle was illegal and hence for a direction to redeliver the same to the respondent and for fixing rescheduling of the payment due as against 12 the respondent. The Civil Judge, Bhubaneshwar allowed the respondent's application for repayment of outstanding instalment to the appellant within a month and pay the subsequent instalments regularly as per the terms and conditions of the agreement and also directed for the release of the said vehicle after the outstanding dues are paid. But the District Judge allowed the appeal preferred by the appellant by setting aside the trial court judgment. The respondent preferred civil revision before the High Court which was allowed confirming the order passed by the trial court. Before the Supreme Court, the question was whether in view of clause 34 of the agreement it was the court at Calcutta or the court at Bhubaneshwar which had jurisdiction to decide the dispute ? In above facts, Hon’ble Supreme Court, while considering Section 20 of the CPC, held that, “There is difference between inherent lack of jurisdiction of any court on account of some statute and the other where parties through agreement bind themselves to have their dispute decided by any one of the courts having jurisdiction. A party is bound either by provision of the Constitution, statutory provisions or any rule or under terms of any contract which is not against the public policy. It is open for a party for his convenience to fix the jurisdiction of any competent court to have their dispute adjudicated by that court alone. In other words, if one or more courts have the jurisdiction to try any suit, it is open for the parties to choose any one of the two 13 competent courts to decide their disputes. In case parties under their own agreement expressly agree that their dispute shall be tried by only one of them then the parties can only file the suit in that court alone to which they have so agreed. In the present case, through clause 34 of the agreement, the parties have bound themselves that any matter arising between them under the said contract, it is the courts in Calcutta alone which will have jurisdiction. Once parties bound themselves as such, it is not open for them to choose a different jurisdiction as in the present case by filing the suit at Bhubaneshwar. Such a suit would be in violation of the said agreement. Therefore, the suit filed by the respondent in the civil court at Bhubaneshwar would not be valid, in view of the said agreement.” 14. While referring to its various judgments, Hon’ble Supreme Court has reiterated aforesaid dictum in the case of Swastik Gases (P) Ltd. v. Indian Oil Corpn. Ltd., reported in (2013) 9 SCC 32, and has held in para 30 to 33 as under :- “30. The Explanation appended to Section 20 clarifies that a corporation shall be deemed to carry on business at its sole or principal office in India or, in respect of any cause of action arising at any place where it has also a subordinate office, at such place. 31. In the instant case, the appellant does not dispute that part of cause of action has arisen in Kolkata. What appellant says is that part of cause of action has also 14 arisen in Jaipur and, therefore, the Chief Justice of the Rajasthan High Court or the designate Judge has jurisdiction to consider the application made by the appellant for the appointment of an arbitrator under Section 11. Having regard to Section 11(12)(b) and Section 2(e) of the 1996 Act read with Section 20(c) of the Code, there remains no doubt that the Chief Justice or the designate Judge of the Rajasthan High Court has jurisdiction in the matter. The question is, whether parties by virtue of Clause 18 of the agreement have agreed to exclude the jurisdiction of the courts at Jaipur or, in other words, whether in view of Clause 18 of the agreement, the jurisdiction of the Chief Justice of the Rajasthan High Court has been excluded? 32. For answer to the above question, we have to see the effect of the jurisdiction clause in the agreement which provides that the agreement shall be subject to jurisdiction of the courts at Kolkata. It is a fact that whilst providing for jurisdiction clause in the agreement the words like “alone”, “only”, “exclusive” or “exclusive jurisdiction” have not been used but this, in our view, is not decisive and does not make any material difference. The intention of the parties—by having Clause 18 in the agreement—is clear and unambiguous that the courts at Kolkata shall have jurisdiction which means that the courts at Kolkata alone shall have jurisdiction. It is so because for construction of jurisdiction clause, like Clause 18 in the agreement, the maxim expressio unius est exclusio alterius comes into play as there is nothing to indicate to the contrary. This legal maxim means that expression of one is the exclusion of another. By making a provision that the agreement is subject to the jurisdiction of the courts at Kolkata, the parties have impliedly excluded the jurisdiction of other courts. Where 15 the contract specifies the jurisdiction of the courts at a particular place and such courts have jurisdiction to deal with the matter, we think that an inference may be drawn that parties intended to exclude all other courts. A clause like this is not hit by Section 23 of the Contract Act at all. Such clause is neither forbidden by law nor it is against the public policy. It does not offend Section 28 of the Contract Act in any manner.33. The above view finds support from the decisions of this Court in Hakam Singh [Hakam Singh v. Gammon (India) Ltd., (1971) 1 SCC 286], A.B.C. Laminart [A.B.C. Laminart (P) Ltd. v. A.P. Agencies, (1989) 2 SCC 163] , R.S.D.V. Finance [R.S.D.V. Finance Co. (P) Ltd. v. Shree Vallabh Glass Works Ltd., (1993) 2 SCC 130] , Angile Insulations [Angile Insulations v. Davy Ashmore India Ltd., (1995) 4 SCC 153] , Shriram City [Shriram City Union Finance Corpn. Ltd. v. Rama Mishra, (2002) 9 SCC 613] , Hanil Era Textiles [Hanil Era Textiles Ltd. v. Puromatic Filters (P) Ltd., (2004) 4 SCC 671] and Balaji Coke [Balaji Coke Industry (P) Ltd. v. Maa Bhagwati Coke Gujarat (P) Ltd., (2009) 9 SCC 403 : (2009) 3 SCC (Civ) 770] .” 15. Applying aforesaid principle of law laid down by the Apex Court, it is quite vivid in the instant case, as has been discussed above that, part of cause of action pertaining to the contract agreement also arose in the territorial jurisdiction of Civil Court, Bilaspur i.e. area of defendant No. 1 and further there was an agreement between the parties restricting jurisdiction of the Court that, any matter relating to any dispute or difference arising out of both the tenders and subsequent contract awarded under the bid shall be subject to the jurisdiction of Bilaspur Court only. Further, in various judgments, Hon’ble Supreme Court has held that, if two or more Courts have jurisdiction to try a suit, 16 parties can, by an agreement, chose one of such court for adjudication of their dispute. Thus, it is found that, plaintiff/appellant herein has filed the civil suit before the Civil Court, Bilaspur, which has jurisdiction to consider and decide the civil suit under the contract-agreement executed between the parties. But, learned trial Court, without considering aforesaid facts and the law laid down by the Apex Court, has passed impugned order, holding lack of territorial jurisdiction, which is found to be perverse and illegal, hence it deserves to be set aside. 16. In view of above discussion, this misc. appeal is allowed. The impugned order dated 15.02.2018 (Annexure-A/1) passed by the First Upper District Judge, Bilaspur, District Bilaspur (C.G.) in Civil Suit No.53-B/2014 is set aside. The matter is remitted back to the trial Court with direction to it to restore the civil suit in its original number and proceed further & decide the same in accordance with law. 17. Record of the case along with copy of this order be sent back to the trial Court forthwith for further action and compliance. sd/- (Naresh Kumar chandravanshi) Judge Pathak