TMI Blog2022 (3) TMI 119X X X X Extracts X X X X X X X X Extracts X X X X ..... the firm/LLP is carried out. What has been raised in the plaint is a dispute with regard to the business accounts of the LLP - Section 13 of the LLP Act provides that every LLP shall have a registered office, where all communications and notices may be addressed and shall be received. In terms of Sections 11 and 36 of the LLP Act, documents in respect of the LLP, including the incorporation document, the statement of account, annual return, etc., shall also be available for inspection with the Registrar of the concerned State in which the LLP is registered. In terms of Section 34(1) of the LLP Act, the books of account in respect of an LLP shall be maintained at the registered office. It is not the case of the respondent/plaintiff that any consent was taken to remove the books of account from the registered office to Delhi. Therefore, it would have to be taken that the books of accounts of the LLP are kept at its registered office in Hyderabad - The present suit impugns the denial of access to the business accounts of the petitioner no.3/defendant no.3 to the respondent/plaintiff. It has not been averred by the respondent/plaintiff that the books of account of the petitioner no. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uential rights under law and the LLP Agreement, has at all times right of access to all business accounts of Defendant no. 3 including with Big Basket (for sales and supply), Amazon Seller Central (for sales and supply), Word press (for website and marketing), and Google Suite (the Plaintiff s professional email account with Defendant No. 3) and all information contained therein; and b. Pass an order holding the actions of revocation of access of Plaintiff from all business accounts including with Big Basket (for sales and supply), Amazon Seller Central (for sales and supply), Word press (for website and marketing), and Google Suite (the Plaintiff s professional email account with Defendant No. 3), as illegal in law and therefore void; and c. Pass an order directing the Defendants to grant access / possession of all business accounts of Defendant no. 3 to the Plaintiff and related information, including with Big Basket (for sales and supply), Amazon Seller Central (for sales and supply), Wordpress (for website and marketing), and Google Suite (the Plaintiff s professional email account with Defendant No. 3, and uninterrupted ability to operate the same for the purposes of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 018 written by the petitioner no.1/defendant no.1 wherein, the respondent/plaintiff has been asked to promote the business of LLP in Delhi. iii. The LLP is supplying its goods to Nature s Soul , which is a physical store situated at 27, Ground Floor, Defence Colony, Main Market, South East, Delhi and therefore, it cannot be said that the LLP is not doing business in Delhi and accordingly, the Courts in Delhi would be competent to try and entertain the present suit. iv. The dispute raised in the present suit is not in the nature of the compromise or arrangement between the partners and therefore, does not fall under provisions of Sections 60, 61, 62 and 63 of the LLP Act. Hence, the parties cannot invoke the jurisdiction of the NCLT. 8. Vide the impugned order, the Commercial Court after noting the submissions of the parties, dismissed the application filed on behalf of the petitioners by observing as under: 20. Since the averments made in the plaint regarding the defendant s carrying on the business within the territorial jurisdiction of this Court has not been denied as per provision of Civil Procedure Code or as per commercial courts act for the reasons discu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aneous events that resulted in the cause of action have only recently occurred in the month of November, 2019. 13. No details have been pleaded in the aforesaid paragraph of the plaint with regard to the cause of action that arose in favour of the respondent/plaintiff to file the present suit in Delhi. 14. The entire basis of the respondent/plaintiff for filing the suit in Delhi is on account of the fact that the LLP carried out business in Delhi and that the products of the LLP are regularly sold in Delhi by means of online sales as well as through physical stores such as Nature s Soul, which is in Delhi. 15. In my considered view, taking into account the nature of the disputes raised in the plaint being inter-se disputes of partners, the fact that business of the LLP is being carried out in Delhi would not vest the Courts of Delhi with jurisdiction to try and entertain the present suit. 16. An LLP or any other business entity can carry out business in different parts of the country. But that would not mean that a suit, with regard to disputes between the partners, could be filed in any place where the business of the firm/LLP is carried out. What has been raised in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of this Court, the counsel for the petitioners/defendants in this regard has correctly placed reliance on the judgment of the Supreme Court in Patel Roadways (supra) to contend that a jurisdiction cannot be vested on a Court by agreement of the parties if that Court inherently lacks jurisdiction. 22. It is evident from the facts of the present case that there is no principal or subordinate office of the LLP in the State of Delhi and neither are the books of accounts kept in Delhi, therefore, there is no cause of action in respect of the present suit, which is arising within the territorial limits of the Courts in Delhi. Furthermore, the parties by agreement cannot give jurisdiction to a Court, which otherwise does not have such jurisdiction. Thus, I am of the considered view that the Courts in Delhi lack the territorial jurisdiction to try and entertain the present suit. 23. However, I may also note that I do not agree with the submission made on behalf of the petitioners/defendants that the jurisdiction with regard to the present suit would vest exclusively with the NCLT. In my view, the disputes raised in the present suit do not pertain to Sections 60, 61, 62 and 63 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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