Calcutta High Court
Foods Pvt Ltd vs Adm Agro Industries Kota on 12 March, 2026
Author: Aniruddha Roy
Bench: Aniruddha Roy
In the High Court at Calcutta
Commercial Division
Original Side
Judgment (2)
PRESENT :
THE HON'BLE JUSTICE ANIRUDDHA ROY
IA NO. GA-COM/3/2025
In CS-COM/10/2024
SHREE RIDDHI HEALTH
FOODS PVT LTD
Vs
ADM AGRO INDUSTRIES KOTA
AND AKOLA PVT
LTD
And
IA NO. GA-COM/4/2025
In CS-COM/10/2024
SHREE RIDDHI HEALTH
FOODS PVT LTD
Vs
ADM AGRO INDUSTRIES KOTA
AND AKOLA PVT LTD
For the plaintiff : Mr. Saurav Jain, Adv.
Ms. Diptomoy Talukder, Adv.
Mr. Arundhuti Karmokar, Adv.
For the respondent : Mr. S. Sengupta, Adv.
Mr. R. Karnani, Adv.
Mr. Amitabh Ray, Adv.
Mr. K. Modok, Adv.
Heard on : March 12, 2026
2
Judgment on : March 12, 2026
[In Court]
ANIRUDDHA ROY, J :
FACTS :
1. The defendant is the applicant. Prayers from the Master's Summons taken out by the defendant are quoted below:
"a) An order of return of the plaint filed in the instant suit being C.S. (Com) No.10 of 2024 to be filed before the appropriate Court of Law;
c) Stay of all further proceedings in C.S. (Com) No.10 of 2024 including the applications filed therein;
d) Ad interim orders in terms of prayers as above;
e) Cost of and incidental to this application be paid by the plaintiff;
f) Such further order or orders, direction or directions be passed as this Hon'ble Court may deem fit and proper."
2. Only inescapable facts are stated. The defendant is the seller of goods and the plaintiff is the purchaser. Plaintiff has filed the suit in the form of claiming certain compensation on the ground mentioned in the plaint. The prayers from the plaint are quoted below:
IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.3
"(a) A Decree for a sum of Rs.7,79,77,495/- to be paid by the defendant to the plaintiff as pleaded in paragraph 35 above;
(b) Interest and interest upon Judgment of Rs.7,79,77,495/- @ 24% per annum and interest pendente lite at such rate as this Hon'ble Court may deem fit and proper;
(c) Receiver;
(d) Injunction;
(e) Costs;
(f) Such further or other reliefs."
3. There is a forum selection clause in the contract between the parties to the effect that governing law and jurisdiction is to be understood by the parties that the agreement shall be governed by the laws of India and shall be subject to exclusive jurisdiction for Courts of Gurugram, Haryana, being clause 15 to the contract at page 104 to the application. In the light of the above, the instant application has been filed by the defendant praying for return of plaint as this Court has no territorial jurisdiction.
4. Mr. Diptomoy Talukdar, learned advocate appearing for the defendant submits that on reading of the plaint, it would be evident that plaintiff has suppressed and did not disclose certain documents which would show that the cause of action in the IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.
4plaint arose beyond the territorial jurisdiction of this Court and as such, this Court has no jurisdiction to try, entertain and adjudicate the suit.
5. Mr. Talukder in support of his contention has referred to sub- paragraph-(f), (g) and (h) to paragraph 9 from his application, which are quoted below:
"9 f. On November 8, 2022, the October Shipment was shipped from San Lorenzo, Argentina on vessel 'MT DALMACIJA', as is seen from the Bill of Lading No. ADM03 dated November 8, 2022 issued for this shipment ("October Shipment BL"). Thereafter, November on 17, 2022, the Applicant/Defendant and the Plaintiff executed the Commercial Terms KNDSPOOT/27 ('October Shipment CT") for the October Shipment. A copy of October Shipment BL is annexed hereto and marked as 'B'. A copy of October Shipment CT is annexed hereto and marked as "C. g. To facilitate the clearance of Goods in the October Shipment, the Applicant/Defendant issued the following documents to the Plaintiff.
IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.5
h. It is pertinent to mention that the Commercial Terms executed by the Parties for both shipments contain a clause which confers the relevant courts of Gurugram, Haryana, with the exclusive jurisdiction to determine disputes arising out of the Commercial Terms. Additionally, the BTB Agreements for both shipments also make it clear that all disputes arising therefrom are subject to the exclusive jurisdiction of the courts at Gurugram, Haryana. The relevant provisions of the Commercial Terms and BTB Agreements are excerpted below:
October Shipment CT provides: "18. Governing Law & Jurisdiction: Gurgaon Jurisdiction"
Commercial Terms KNDSPOOT/28 dated November 24, 2022 ("November Shipment CT") provides:
"18. Governing Law & Jurisdiction: Gurgaon Jurisdiction"
October Shipment BTA provides:
15. Governing Law & Jurisdiction: This Agreement shall be governed by the laws of India and shall be subject to exclusive jurisdiction of courts of Gurugram, Haryana."
(emphasis supplied) IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.
6The Bond to Bond Agreement dt. January 19, 2023, ("November Shipment BTA") provides:
*15. Governing Law & Jurisdiction: This Agreement shall be governed by the laws of India and shall be subject to exclusive jurisdiction of courts of Gurugram, Haryana."
(emphasis supplied) A copy of November Shipment CT is annexed hereto and marked as 'F'. A copy of the November Shipment BTA dated January 19, 2023 is annexed hereto and marked as 'G'."
6. The parties have filed and exchanged their affidavits which are on record.
SUBMISSIONS:
7. Mr. Talukder submits that since the parties have agreed for exclusive jurisdiction at Haryana in the event of legal proceeding and since the cause of action has arisen at Haryana, this plaint should be returned. In support, he has relied upon a decision of the Hon'ble Supreme Court in the matter of A.B.C. LAMINARAT PVT. LTD AND ANOTHER Versus A.P. AGENCIES, SALEM reported at (1989) 2 SCC 163.
IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.
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8. Mr. S. Sengupta, learned advocate appearing for the plaintiff has placed reliance upon the plaint and submits that the cause of action had arisen within the jurisdiction of this Hon'ble Court as, inter alia, pleaded in paragraphs 7, 8 and 14 thereof. The nature of cause of action pleaded in the plaint has to be understood and read as true and correct while adjudicating an application for return of plaint. Specific assertion made by the plaintiff is that the contract was received by the plaintiff and had been executed at the office of the plaintiff within the jurisdiction of this Court. The breach alleged by the plaintiff was notified to the defendant from the office of the plaintiff within the jurisdiction. These are sufficient to maintain the suit before this Hon'ble Court.
9. Accordingly, the application is totally devoid of any merit, frivolous and should be dismissed.
DECISION:
10. The law is well-settled that while adjudicating an application for return of plaint, the pleading that the Court where it is instituted, does not have territorial jurisdiction, the Court must take the statement made in the plaint to be treated correct and sacrosanct.
11. The relevant paragraphs from the plaint of which attention of this Court has been drawn by the plaintiff are quoted below:
"7. The said Siddhant Virmani, after understanding the intention of the parties, brokered agreements between IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.8
the defendant and the plaintiff. In connection thereto, by an e-mail dated September 13, 2022, the said Siddhant Virmani forwarded 3 sales contract all dated September 13, 2022 in respect Crude Degummed Soya Bean Oil in edible grade in bulk, having Argentina/Brazil origin for October, 2022; November, 2022 and December, 2022 shipment for 500 MT each. The aforesaid sale contracts bearing Nos. CLV-SEP/2022-2023/313, CLV-SEP/2022- 2023/314 AND CLV-SEP/2022-2023/315 were received by the plaintiff at its registered office at 1, R. N. Mukherjee Road, Martin Burn Building, 3rd Floor, Room- 302, Kolkata-700 001, within the jurisdiction aforesaid. It is evident that the said contracts referred to the shipment for every month and parties agreed that lifting of materials would be done within 10 days from Port Health Organization Clearance. Copies of the e-mail dated September 13, 2022 along with the sales contracts are annexed hereto and collectively marked with the letter "A".
8. On the basis of the aforesaid contract all dated September 13, 2022, the plaintiff agreed for commercial terms for the October 2022 shipment & November, 2022 shipments vide agreement dated November 17, 2022 and November 24, 2022 respectively The said IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.
9agreements were signed and executed by the plaintiff at its registered office of the plaintiff at 1, R. N. Mukherjee Road, Martin Burn "Building, 3rd Floor, Room-302, Kolkata-700 001, within the aforesaid jurisdiction. Copies of the Agreements dated November 17, 2022 and November 24, 2022 are annexed hereto and marked with the letters "B" and "C" respectively.
14. From the very outset, there had been a delay at the end of the defendant in keeping its obligations in providing the shipment of CDSBO. Therefore, the plaintiff on repeated occasions reminded the defendant that time was of the essence and requested the defendant to acknowledge the timeline and provide the shipment as per agreed time frame. E-mails have been issued by the plaintiff from its registered office at 1, R. N. Mukherjee Road, Martin Burn Building, 3rd Floor, Room-302, Kolkata-700 001, within the jurisdiction aforesaid, to the defendant requesting the defendant to oblige the terms and to provide the shipment within the specified time frame. Copies of the e-mails sent by the Plaintiff are annexed hereto and collectively marked with the letter "E"
IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.
10
12. In the matter of: A.B.C. LAMINARAT PVT. LTD AND ANOTHER (supra), the Honb'le Supreme Court had observed as stated below :
"15 In the matter of a contract there may arise causes of action contract was made or at the place where it should have been performed and the breach occurred. The making of the contract is part of the cause of action. A suit on a contract, therefore, can be filed at the place where it was made. The determination of the place where the contract was made is part of the law of contract. But making of an offer on a particular place does not form cause of action in a suit for damages for breach of contract. Ordinarily, acceptance of an offer and its intimation result in a contract and hence a suit can be filed in a court within whose jurisdiction the acceptance was communicated. The performance of a contract is part of cause of action and a suit in respect of the breach can always be filed at the place where the contract should have been performed or its performance completed. If the contract is to be performed at the place where it is made, the suit on the contract is to be filed there and nowhere else. In suits for agency actions the IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.11
cause of action arises at the place where the contract of agency was made or the place where actions are to be rendered and payment is to be made by the agent. Part of cause of action arises where money is expressly or impliedly payable under a contract. In cases of repudiation of a contract, the place where repudia-tioh is received is the place where the suit would lie. If a contract is pleaded as part of the cause of action giving jurisdiction to the court where the suit is filed and that contract is found to be invalid, such part of cause of the action disappears. The above are some of the connecting factors."
13. In a suit for damages for breach of contract, the cause of action consists of making of the contract and of its breach, amongst others. Therefore, the place where the contract has been made or the breach has been alleged would have territorial jurisdiction to entertain the suit and to try it. This is not a case of repudiation of contract, as the plaint case goes.
14. This specific averment, made in the plaint, as quoted above would clearly demonstrate that the contract was made and executed at the office of the plaintiff within the jurisdiction and the alleged breach notified by the plaintiff from its office within the jurisdiction of this Court.
IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.
12
15. Accordingly, this Court has no hesitation to hold that the suit can be entertained and tried before this Court.
16. It is also made clear that this Court has not expressed any opinion on the merits of the claim and rival claim of the parties in the suit and all points shall be kept open for trial.
17. Resultantly, this application fails and IA GA-COM/4/2025 stands dismissed, without any order as to costs. In Re: IA GA-COM/3/2025
18. This is an application filed by the defendant praying for revocation of leave granted in clause 12 of the Letters Patent.
19. Since the application IA GA-COM/4/2025 filed by the defendant praying for return of plaint has been dismissed with reasons after hearing the parties in detail, this Court is of the considered view that no further point remains to be decided in this application considering the nature of reliefs claimed herein.
20. In view of the above, the instant application GA-COM/3/2025 stands dismissed without any order as to costs.
(ANIRUDDHA ROY, J.) Arsad IA NO. GA-COM/3/2025, IA NO. GA-COM/4/2025 In CS-COM/10/2024 A.R., J.