TaxTMI 
TaxTMI 
2023 (6) TMI 854
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....f Civil Procedure, 1908 ("CPC") for rejecting the Plaint on the ground of jurisdiction. (iii) Interim Application No. 131 of 2023 taken out by Defendant Nos. 2 and 3 under the provisions of Order-I Rule 10(2) of the CPC. seeking deletion of their names from the array of Defendants. BRIEF FACTS: - 2. Before dealing with the rival contentions, it is useful to set out the following facts as stated in the Plaint: - (i) The Plaintiff is a Company, which operates various multiplexes across the Country. Defendant No. 1 is a Limited Liability Partnership Firm under the provisions of the Limited Liability Partnership Act, 2008 ("the LLP Act"). Defendant Nos. 2 and 3 are the partners of Defendant No. 1. (ii) Defendant No. 1 had between December 2019 and February 2020 placed various purchase orders on the Plaintiff for the screening of certain promotional content/material, which the Defendants wanted to have screened in the Plaintiff's multiplexes. It is not in dispute that the screening of this content/material was to be only in multiplexes, which were situated within the State of Maharashtra i.e. in Mumbai and Pune. (iii) The Plaintiff on receipt of the purchase orders and in....
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....nts had not prior to the filing of the Suit ever raised any dispute in terms of Clause 3 of the said invoices despite having duly received the same. He therefore submitted that there was no dispute that the services rendered by the Plaintiff was to the full satisfaction of the Defendants. He therefore submitted that the Defendants were bound and liable to make payment in terms of the said invoices to the Plaintiff. He then pointed out that the Defendants had not replied to, much less denied what had been set out in the Plaintiff's email dated 8th April 2020 as also the Plaintiff's notice dated 14th August 2020. Learned Counsel therefore submitted that there was and could be no dispute as to the Defendants' liability to make payment to the Plaintiff under the said invoices. He thus submitted that the Summons for Judgment must necessarily be made absolute. 5. Learned Counsel then submitted that it was well settled that a Summary Suit based on invoices was maintainable. In support of his contention that an invoice had been construed to be a written contract upon which a Summary Suit would lie, he placed reliance upon a judgment of this Court in the case of Jatin Koticha Vs. VFC Indus....
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....erefore, submitted that the Defendants were effectively seeking to confer jurisdiction upon a Court which did not have jurisdiction. He pointed out it was well settled that the parties could not even by consent, confer jurisdiction upon a Court which did not otherwise have jurisdiction or where no part of cause of action had arisen. He pointed out that the entire cause of action had arisen within the jurisdiction of this Court since (i) all the promotional content/material was screened only in multiplexes which were situate within the State of Maharashtra (ii) that both the Plaintiff and the Defendant had offices in Mumbai and (iii) the purchase orders were received in Mumbai and the invoices were also generated in Mumbai. He therefore submitted that infact no part of cause of action had arisen outside/beyond the jurisdiction of this Court. He then placed reliance upon the following judgments to inter alia submit that Clause 8 of the invoices was non-est since the parties by consent could not confer jurisdiction on a Court which otherwise did not have jurisdiction. (i) Interglobe Aviation Limited Vs. N. Satchidanand (2011) 7 Supreme Court Cases 463 (ii) Kusum Ingots & Al....
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....one ought to be rejected. He submitted that the issue as to whether Defendant Nos. 2 and 3 were required to be exonerated from personally making payment under the said invoices was an internal matter which was well within the purview of Defendant No. 1. He reiterated that Section 27(2) of the LLP Act did not permit Defendant Nos. 2 and 3 to be exonerated in their capacity as partners. Basis the above, Learned Counsel submitted that both the Interim Applications filed by the Defendants were devoid merit and must necessarily be dismissed. SUBMISSIONS OF DR. CHANDRACHUD ON BEHALF OF THE DEFENDANTS INTERIM APPLICATION NO. 123 OF 2023 12. At the very outset, Dr. Chandrachud submitted that the invoices expressly provided that all disputes were subject to Delhi jurisdiction only. He then submitted that the Plaintiff's contention that no part of cause of action had arisen in Delhi was plainly misconceived, since the bank details given by the Plaintiff in the said invoices were that of the Plaintiff's bank in New Delhi. Basis this, he submitted that the amounts due and payable under the said invoices were payable in New Delhi. In support of his contention that a part of the cause of a....
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....P Act which read as follows :- 27. Extent of liability of limited liability partnership. (1) ......... (2) ......... (3) An obligation of the limited liability partnership whether arising in contract or otherwise, shall be solely the obligation of the limited liability partnership. 28. Extent of liability of partner. "(1) A partner is not personally liable, directly or indirectly for an obligation referred to in sub-section (3) of section 27 solely by reason of being a partner of the limited liability partnership. (2) The provisions of sub-section (3) of section 27 and sub-section (1) of this section shall not affect the personal liability of a partner for his own wrongful act or omission, but a partner shall not be personally liable for the wrongful act or omission of any other partner of the limited liability partnership." 16. Learned Counsel then pointed out that, the Plaintiff had not pleaded that there was any wrongful act or omission on the part of Defendant Nos. 2 and 3 or that there was any case for lifting the corporate veil. He therefore respectfully submitted that there was no cause of action/case against Defendant Nos. 2 and 3 and, their joinder wa....
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....dgment specifically provided that the ratio of the said judgment was applicable only to the facts and circumstances of that case. 20. Insofar as the submissions made in respect of Interim Application No. 131 of 2023, he submitted that the Plaintiff had in the Plaint itself, sufficiently pleaded the cause of action against Defendant No. 1. He pointed out that the operations of Defendant No. 1 were, admittedly, handled and managed only by Defendant No. 2 and 3. He thus submitted that there was no denial to this in the Affidavit in Reply filed to the Summons for Judgment. He submitted that the pleadings together with the documentary evidence annexed to the Plaint clearly reflected that it was only Defendant No. 2 and 3 who were instrumental in executing and placing the purchase orders for screening of the promotional content/activities in the Plaintiffs multiplexes. It is submitted that Defendant No. 2 and 3 were therefore proper and necessary Parties to the Suit and the question of deleting their names or rejecting the Plaint against them did not arise. Reasons and conclusion 21. First, dealing with Interim Application No. 123 of 2023 I find the same to be entirely without merit.....
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.... details of the Plaintiff's bank are set out only to facilitate the payment by electronic mode and nothing else. This by no stretch of imagination can be construed to mean that the amounts due under the said invoices were payable in Delhi. 23. Third, the Defendants alternate contention that Delhi would have jurisdiction based on the common law principle that a debtor must find his creditor is equally untenable in the facts of the present case. As correctly pointed out by Mr. Desai, paragraph 19 of the said judgment made specific that the findings therein were to be strictly confined to the facts in the case of Bharumal Udhomal and Others. Additionally, in the case of Bharumal Udhomal and Others this Court had held that the place for performance was not fixed and had hence applied the common law principle. In the present case, it is not in dispute that the performance of the work done in respect of which the said invoices were raised was entirely within the State of Maharashtra and thus entirely with then jurisdiction of this Court. Thus, to apply the ratio of the judgment in the case of Bharumal Udhomal and others to the facts of the present case at the instance of the Defendant w....