1 2026:CGHC:165-DB NAFR HIGH COURT OF CHHATTISGARH AT BILASPUR MA No.247 of 2025 Reserved on 16/12/2025 Pronounced on 02/01/2026 SAAR Enterprises, Through Its Partner Ankur Agrawal, Aged About 34 Years, S/o- Shri Surendra Agrawal, Having Its Principal Place Of Business At SAAR Chambers, Above IndusInd Bank, First Floor (Back Side), Shrikant Verma Marg, Bilaspur, Tahsil And District- Bilaspur (C.G.) ...Appellant/Plaintiff versus Trent Limited, Through Its Chief Executive Officer, Trent House, G Block, 5th Floor, Plot C-60, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 ---- Respondent/Defendant For Appellant : Shri Ratnesh Kumar Agrawal, Advocate appears along with Shri Sourav Agrawal, Advocate For Respondent : Shri Raja Sharma, Advocate appears along with Ms. Aditi Parakh, Advocate DB : Hon'ble Shri Justice Sanjay S. Agrawal & Hon'ble Shri Justice Radhakishan Agrawal CAV Judgment Per Sanjay S. Agrawal, J . 1) The appellant/plaintiff has preferred this appeal under Section 13(1A) of the Commercial Courts Act, 2015, questioning the legality and propriety of the order dated 14.11.2025 passed by the Commercial SUNITA GOSWAMI Digitally signed by SUNITA GOSWAMI Date: 2026.01.02 18:16:45 +0530 2 Court (District Judge Level), Raipur (CG) in Commercial Suit No.03A/2025, whereby, the suit instituted by the plaintiff for declaration and injunction has been held to be barred by jurisdiction under Section 20(c) of the Code of Civil Procedure, 1908 (hereinafter referred to as ‘the CPC’) and, thereby, directed for its presentation before the court having its territorial jurisdiction. 2) A Retail Business Arrangement Agreement (hereinafter referred to as ‘the RBA Agreement’) was executed between the plaintiff, a partnership firm, known as “SAAR Enterprises” having its principal office at Bilaspur and, the defendant, a public limited Company, known as “TRENT Limited” incorporated under the Companies Act, having its office at Bandra (East), Mumbai, on 01.09.2017 and according to it, the plaintiff operates as a ‘Business Associate/Franchisee’ for the defendant’s retail operations, named and styled as “WESTSIDE” situated at Survey No.517/P, village Attapur, Rajendra Nagar Mandal, District Rangareddy, Telangana. According to the plaintiff, the defendant in exercise of the powers enumerated under clause 15.2 of the alleged “RBA Agreement” issued a six months’ notice of termination on 19.05.2025 and after receiving the same, it was realized by the plaintiff regarding the unfair nature of the said clause, therefore, it was urged for its removal along with other clauses, like clause 6.2 and 14.3 by way of issuing a legal notice dated 03.07.2025, as the same were one sided, contrary to the Public Policy and have been made in contravention of Section 23 of the Indian Contract Act, but since the same were not removed, despite the issuance of the alleged legal notice dated 03.07.2025, a suit was, therefore, instituted for declaration and injunction for removal of those clauses from the alleged “RBA Agreement” and also for the declaration 3 to the effect that the alleged notice of termination dated 19.05.2025 be declared as null and void, with a further prayer for issuance of permanent injunction restraining the defendant from taking over the possession of its business. 3) With the aforesaid plea, a claim was made before the court at Bilaspur, as the cause of action has arisen on 19.05.2025 within its territorial jurisdiction when the alleged notice of termination dated 19.05.2025 issued by the defendant was served upon it at its principal office, Bilaspur in view of clause 17 of the “RBA Agreement” and, was arising continuously, as the defendant has failed to rectify and/or, remove the alleged clauses despite the issuance of said legal notice dated 03.07.2025. 4) The cause of action has, thus, been claimed to be arisen at the territorial jurisdiction of the court at Bilaspur, mainly on the ground that the alleged notice of the defendant, issued on 19.05.2025, was served upon it at its office of Bilaspur, while claiming the aforesaid claim. 5) Though, it was alleged as such, but, merely the service of the alleged notice upon the plaintiff would, however, not confer the territorial jurisdiction at Bilaspur, particularly, when the entire business is to be run outside the territorial jurisdiction of the court at Bilaspur as per the terms and conditions stipulated in the alleged “RBA Agreement” which too was executed beyond its territorial jurisdiction with a clause to arbitrate the matter at Mumbai, in case of arising any difference between them in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as ‘the Act, 1996’) or any 4 law relating to arbitration in force at the time of reference of dispute. The said observation is fortified by the principles laid down by the Supreme Court in the matter of State of Rajasthan and Others Vs. M/s Swaika Properties and Anr., reported in (1985) 3 SCC 217, as relied upon by the counsel appearing for the respondent, as in the said matter, the petitioner-Company, who owned certain land at Calcutta having its registered office there at the said place, received a notice issued by the Special Town Planning Officer, Jaipur under sub- section(2) of Section 52 of the Rajasthan Urban Improvement Act, 1959 for acquisition of the land for public purposes, was questioned mainly on the ground that since the alleged notice of acquisition of land was served upon it, at its registered office at Calcutta, therefore, the High Court of Calcutta would have jurisdiction to entertain its petition under Article 226 of the Constitution of India. The question, therefore, arisen before the Supreme Court, like the present one “as to whether the service of alleged notice was an integral part of the cause of action and, service of notice on the petitioner-Company at its registered office at Calcutta would be sufficient to confer the jurisdiction of the High Court at Calcutta to entertain the petition”, was considered and the answer was given in negative, while observing at para 8 as under :- “8.…………….The mere service of notice under Section 52(2) of the Act on the respondents at their registered office at 18-B, Brabourne Road, Calcutta i.e. within the territorial limits of the State of West Bengal, could not give rise to a cause of action within that territory unless the service of such notice was an integral part of the cause of action. The entire cause of action culminating in the acquisition 5 of the land under Section 52(1) of the Act arose within the State of Rajasthan i.e. within the territorial jurisdiction of the Rajasthan High Court at the Jaipur Bench. The answer to the question whether service of notice is an integral part of the cause of action within the meaning of Art. 226(2) of the Constitution must depend upon the nature of the impugned order giving rise to a cause of action. The notification dated February 8, 1984 issued by the State Government under Section 52(1) of the Act became effective the moment it was published in the official Gazette as thereupon the notified land became vested in the State Government free from all encumbrances. It was not necessary for the respondents to plead the service of notice on them by the Special Officer, Town Planning Department, Jaipur under Section 52 (2) for the grant of an appropriate writ, direction or order under Art.226 of the Constitution for quashing the notification issued by the State Government under Section 51(1) of the Act. If the respondents felt aggrieved by the acquisition of their lands situate at Jaipur and wanted to challenge the validity of the notification issued by the State Government of Rajasthan under Section 52(1) of the Act by a petition under Art.226 of the Constitution, the remedy of the respondents for the grant of such relief had to be sought by filing such a petition before the Rajasthan High Court, Jaipur Bench, where the cause of action wholly or in part arose”. 6) Service of notice at Calcutta for acquisition of land in Jaipur was, thus, not held to be sufficient to confer jurisdiction in the High Court of Calcutta to entertain the petition under Article 226 of the Constitution and, similar was the principles laid down by the Supreme Court in the 6 matter of ONGC vs. Utpal Kumar Basu, reported in (1994) 4 SCC 711, wherein, while referring to the principles laid down in the above- referred matter, it was held at para 8 as under :- “8. From the facts pleaded in the writ petition, it is clear that NICCO invoked the jurisdiction of the Calcutta High Court on the plea that a part of the cause of action had arisen within its territorial jurisdiction. According to NICCO, it became aware of the contract proposed to be given by ONGC on reading the advertisement which appeared in the Times of India at Calcutta. In response thereto, it submitted its bid or tender from its Calcutta office and revised the rates subsequently. When it learnt that it was considered ineligible it sent representations, including fax messages, to EIL, ONGC, etc., at New Delhi, demanding justice. As stated earlier, the Steering Committee finally rejected the offer of NICCO and awarded the contract to CIMMCO at New Delhi on 27-1-1993. Therefore, broadly speaking, NICCO claims that a part of the cause of action arose within the jurisdiction of the Calcutta High Court because it became aware of the advertisement in Calcutta, it submitted its bid or tender from Calcutta and made representations demanding justice from Calcutta on learning about the rejection of its offer. The advertisement itself mentioned that the tenders should be submitted to EIL at New Delhi; that those would be scrutinised at New Delhi and that a final decision whether or not to award the contract to the tenderer would be taken at New Delhi. Of course, the execution of the contract work was to be carried out at Hazira in Gujarat. Therefore, merely because it read the advertisement at 7 Calcutta and submitted the offer from Calcutta and made representations from Calcutta would not, in our opinion, constitute facts forming an integral part of the cause of action. So also the mere fact that it sent fax messages from Calcutta and received a reply thereto at Calcutta would not constitute an Integral part of the cause of action…..” 7) In the instant matter, as revealed from the RBA Agreement, the registered office of the defendant is at Mumbai and the office of the plaintiff is at village Attapur, Rajendra Nagar Mandal, District, Rangareddy of the State of Telangana and, according to clause 12 of the RBA Agreement, the dispute if arises has to be referred to the Arbitration which is to be held at Mumbai in accordance with the provisions of the Act, 1996 or any law relating to Arbitration in force at the time of reference of dispute. Since the alleged impugned notice, dated 19.05.2025 was issued outside the territorial jurisdiction of the court of Bilaspur, therefore, merely on the ground that the alleged notice was served upon the plaintiff at its registered office at Bilaspur would not confer its territorial jurisdiction, as alleged by the plaintiff at para 15 of its plaint, in the light of the principles laid down by the Supreme Court in the above-referred matters, so as to call for any interference in the order impugned dated 14.11.2025 passed by the Commercial Court (District Judge Level), Raipur (CG) in Commercial Suit No.03A/2025, holding the suit, as framed and instituted, to be barred by the territorial jurisdiction of the court of Bilaspur under Section 20(c) of CPC. 8 8) Insofar as the principles laid down by the Supreme Court in the matters of S. Vanathan Muthuraja Vs. Ramalingam Alias Krishnamurthy Gurukkal and Ors., ITI Ltd. Vs. Siemens Public Communications Network Ltd. and N. Radhakrishnan Vs. Maestro Engineers and Ors., reported in (1997) 6 SCC 143, (2002) 5 SCC 510 and (2010) 1 SCC 72, respectively, as relied upon by learned counsel appearing for the appellant are, however, of no use, as the principles laid down in the matters of S. Vanathan Muthuraja and ITI Ltd. (supra) are distinguishable from the facts involved herein, while the principles laid down in the matter of N. Radhakrishnan (supra), has already been overruled by the Supreme Court in the matter of Vidya Drolia and Ors. Vs. Durga Trading Corporation, reported in (2021) 2 SCC 1 and, therefore, no reliance could be placed upon those decisions. 9) In view of the aforesaid background, the appeal, being devoid of merit is dismissed at the admission stage itself No order as to cost(s). Sd/- Sd/- (Sanjay S. Agrawal) (Radhakishan Agrawal) Judge Judge sunita