Judgment :- 1. Issue No.1 raised in O.S. 497/1984 on the file of the Munsiff's Court, Kozhikode reads: "Whether this Court has got territorial jurisdiction to try the suit?" The Court answered the issue in favour of the plaintiffs. This finding is challenged in revision. 2. Second plaintiff (second respondent) consigned goods from Calicut to Sohranpur for carriage by the defendants (revision petitioners), who constitute a transport undertaking. Consignment was not delivered at the destination. Goods had been insured with the first plaintiff (first respondent) Insurer paid value of the goods to the second plaintiff and both of them filed the suit for recovery of damages from the transport undertaking. Head Office of the transport undertaking is at Calcutta. Contract was entered into and the branch office of the transport undertaking is also situate at Calicut, within the jurisdiction of the Munsiff's Court. Calicut. Consignment was to be delivered at a place within the jurisdiction of the Calcutta Court. There is no dispute that parts of the cause of action arose within the jurisdiction of the two courts and both courts have jurisdiction to entertain and try the suit for damages. Further, defendants' branch office being situate within the jurisdiction of the Calicut court, for that reason also, the Calicut court has jurisdiction. Thus, the plaintiffs have choice of forums and they have exercised their choice, as they are entitled to do. This is clear from the provisions of S.20 of the Code of Civil Procedure (for short 'the Code'). 3. S.20 of the Code incorporates rules regarding the forum on the basis of territorial jurisdiction. Where only one court has territorial jurisdiction, the suit must necessarily be filed in that court. It is not open to the parties to agree to confer territorial jurisdiction on any forum which has. no such inherent jurisdiction. Agreement cannot confer jurisdiction where there is inherent lack of jurisdiction. However, where law allows choice of forums, as in this case, it is open to the parties to agree that the dispute resolution shall take place only in one of them Such a contract cannot be treated as contravening the provisions of S, 28 of the Indian Contract Act (for short'the Act'). However, where law allows choice of forums, as in this case, it is open to the parties to agree that the dispute resolution shall take place only in one of them Such a contract cannot be treated as contravening the provisions of S, 28 of the Indian Contract Act (for short'the Act'). S.28 of the Act states that every agreement, by which any party thereto is restricted absolutely from enforcing his rights under or in respect of any contract, by the usual legal proceedings in the ordinary tribunals, or which limits the time within which he may thus enforce his rights, is void to that extent What this provision bars is absolute restriction against enforcement of rights under a contract by the usual legal proceedings in the ordinary tribunals. Where law allows choice of forums and the parties agree that the dispute shall be settled only in one of such forums, that would not amount to absolute restriction against rights and therefore S.28 will not act as a bar. Ordinarily, courts will stand by such agreement and ensure that parties stand upto the agreement. 4. The above proposition is well settled in Hakam Singh v. Gammon (AIR 1971 S.C. 740). Shah, C.J., speaking for the court observed: "It is not open to the parties, by agreement, to confer by their agreement jurisdiction on a court which it does not possess under the Code. But where two courts or more have under the Code of Civil Procedure jurisdiction to try a suit or proceeding, an agreement between the parties that the dispute between them shall be tried in one of such courts is not contrary to public policy. Such an agreement does not contravene S.28 of the Contract Act". This principle was followed by the Travancore-Cochin High Court in Orient Ship Supply Co., Ltd. v. Kalamarsand Steam Ship Co. (AIR 1951 T.C. 1) and Thevi Amma v. Subbarayayen (AIR 1954 T.C. 461). This principle has been recognised by this Court in Hassan Stores v. Larsen & Toubro Ltd. (1961 K.L.T. 314), National Nut Company Cashew Exporter v. Haridas Damodar Anandji Filhos Ltd. (1969 K.L.T. 957), Tatanagar Transport Corporation v. Bharat Trading Agency (1974 K.L.T. 105), Jafko Engineers v. Kerala State S.S I. Corporation (1979 K.L.T. 206) and Secretary, Vikalanga Sevaka Co.-op. Society Ltd. v. Sheth Brothers (1983 K.L T. 652). Other High Courts also have accepted this principle. Society Ltd. v. Sheth Brothers (1983 K.L T. 652). Other High Courts also have accepted this principle. See Musaji Lukmanji v. Durga Dass (AIR 1946 Lahore 57, F.B.), M/s. L.T Society v. M/s. Lakshminarayan (AIR 1959 Calcutta 669), S. Manuel Raj & Co. v. J. Manilal & Co (AIR 1963 Gujarat 148) and M.B.T. Co., Madras v. A Narasinha Rao (1968 (1) Andhra W. R.424). 5. The trial court has found that in the instant case it has not been proved that the parties have entered into such a binding contract ousting the jurisdiction of the Calicut Court and choosing the exclusive jurisdiction of the Calcutta Court. This finding is assailed by the revision petitioners. 6. Agreement between the parties in this case is said to be contained in the consignment note given by the transport undertaking to the second plaintiff. A copy of the note has been placed before me. It is prepared in triplicate including the consignor's copy and also the consignee's copy. Note is in a printed form containing various columns to be filled up. It is signed by the booking clerk of the Calicut branch office of the transport undertaking. At the bottom of the first page are printed three sentences in small letters. Third sentence reads: "Subject to Calcutta jurisdiction only". According to revision petitioners, this amounts to agreement between the parties ousting jurisdiction of the Calicut court and investing exclusive jurisdiction in the Calcutta Court. This contention is rebutted by the respondents and has been rejected by the court below. 7. According to S.10 of the Act, "all agreements are contracts if they are made by the free consent of parties competent to contract for, a lawful consideration and with a lawful object, and are not hereby declared to be void". An agreement is said to take place when there is communication of proposal by one party and acceptance of the same by another party. Communication and acceptance of proposal are deemed to be made by any act or omission of the party proposing or accepting by which he intends to communicate such proposal or acceptance. (See S.3 of the Act). An agreement is said to take place when there is communication of proposal by one party and acceptance of the same by another party. Communication and acceptance of proposal are deemed to be made by any act or omission of the party proposing or accepting by which he intends to communicate such proposal or acceptance. (See S.3 of the Act). "When one person signifies to another his willingness to do or to abstain from doing anything, with a view to obtaining the assent of that other to such act or abstinence, he is said to make a proposal" within the meaning of S.2 (a) of the Act. "When a person to whom the proposal is made signifies his assent thereto, the proposal is said to be accepted. "A proposal, when accepted, becomes a promise" within the meaning of S.2(b) of the Act. "Every promise and every set of promises forming the consideration for each other,, is an agreement" as defined in S.2 (e) of the Act. Agreement enforceable by law is a contract. In other words, agreement is the result of mutual assent of two parties to certain terms. It is the product of meeting of two minds, usually in the form of proposal and acceptance. It implies conscious acceptance. If it can be said that the printed material found in the consignment note is a proposal which has been consciously accepted by the other side, agreement can be inferred and that would be enforceable at law. 8. Question arising for consideration is whether the printed words in small letters at the bottom of the first page of the consignment note "subject to Calcutta jurisdiction only" would constitute term of the agreement between the parties. Learned counsel for petitioner has invited my attention to a number of decided cases on the point. I think it is necessary to advert to the same. 9. M/s. L.T. Society v. M/s. Lakshminarayan (AIR 1959 Calcutta 669) dealt with a bill of lading containing several detailed clauses, one of which said that all requests for compensation shall be submitted for settlement to the agencies of the shipping company at the place of discharge and failing the agreement party to the claim intending to take legal steps against the company may summon them before the judicial authorities of Treiste or Genoa and expressly renounced the competence of any other judicial authorities. It was held that this detailed clause forms part of the agreement accepted by the parties and therefore parties are bound by the same. In M. B. T. Co. Madras v. A. Narasinha Rao (1968 (1) Andhra W.R. 424), the Court was dealing with a forwarding note, reverse of which contained printed terms and conditions, one of which was that the court in Madras city alone had jurisdiction in respect of claims and matters arising under the consignment and the court at Sattenapalle had no jurisdiction to entertain suit. The Court upheld the agreement as not being violative of S.28 of the Act. However, there was no specific contention before the Court that the clause did not form part of the contract and therefore the Court had no occasion to decide that question. In 5. Manuel Raj & Co. v. J. Manilal &. Co. (AIR 1963 Guj.148), Court was dealing with a printed form, printed by A and signed by B. Order in the printed form was sent by A to B. It was treated as a contract by correspondence and it was held that the clause in the printed form stating "subject to jurisdiction of a place Q" conferred exclusive jurisdiction on that Court and that the agreement was enforceable. 10. In E.I.D. Parry (India) Ltd. v. M/s. Savani Transports (AIR 1980 A.P.30), the court was dealing with two Way Bills at the top of which were printed in red ink the words "subject to Bombay jurisdiction", and on the reverse of which were printed a clause "The Court in Bombay State alone shall have jurisdiction in respect of all claims and matters arising under the consignment or of the goods entrusted for transport." and also the clause "The contract shall be deemed to have been entered into and made with the Administrative and Head Office of the Company at Bombay." Court treated these clauses as being part of the agreement. In this case also it was not specifically contended before the Court that the clauses did not form part of the agreement 11. In Hassani Stores v. Larsen & Toubro Ltd. (1961 K.L.T. 314)), a Division Bench of this Court was dealing with the provisions in a contract note whereby the plaintiff was bound to institute suit in a court in Bombay and nowhere else. In Hassani Stores v. Larsen & Toubro Ltd. (1961 K.L.T. 314)), a Division Bench of this Court was dealing with the provisions in a contract note whereby the plaintiff was bound to institute suit in a court in Bombay and nowhere else. It was not contended before the Court that the clause was not part of the agreement. The contention was that it was only a provisional agreement. This contention was overruled. It was held to be valid. In Sri Prasad Industrials v. Savani Transports (P) Ltd (1978 K.L.T. 248), a single Bench of this Court considered a regular contract between the seller and the transporter, Clause (17) of which stated: "This contract shall be deemed to have been entered into and made with the administrative and Head office of the company at Bombay. It is therefore expressly agreed that the courts in Bombay alone shall have jurisdiction in respect of all claims and matters arising under the consignment or of the goods entrusted for transport." Contention was that the contract was not binding on the buyer. This contention was overruled by this Court. In Jafko Engineers v. Kerala State S.S.I. Corporation (1979 K.L.T. 206), a single Bench of this Court was dealing with a regular contract as per the terms of which exclusive jurisdiction was given to courts at one place. In this case also there was no contention that the particular clause was not part of the agreement. The court upheld the agreement. 12. M/s. Patel Bros. v. M/s. Vadilal (AIR 1959 Madras 227) dealt with a case of contract evidenced by a bill on which were printed at the top the words "subject to Bombay jurisdiction". The court held that the clause did not exclude jurisdiction of any other court. Ouster of jurisdiction of a court to which a person is entitled to resort to under the Civil Procedure Code or any other statute cannot be a matter of assumption or presumption but one to be proved by express words contained in the contract or at least by necessary or inevitable implication and that the test was not satisfied in that case. It was further held that the mere printing of those words cannot amount to a contract that both parties agreed to have Bombay as the venue for settlement of disputes. 13. It was further held that the mere printing of those words cannot amount to a contract that both parties agreed to have Bombay as the venue for settlement of disputes. 13. C. Satyanarayana v. L. Narasimhan (AIR 1968 A.P. 330) dealt with a letter written in letter head at the top of which were printed the words "subject to Madras jurisdiction." It was held that merely because defendants bad caused such printed words, it cannot become part of the contract, unless they were expressly agreed to by the plaintiff. It was held that there was no agreement. G.P. Venkataraju v. Palukuri (AIR 1975 A.P. 32) dealt with the case of a bill prepared by the defendant and addressed to the plaintiff. The bill contained at the top printed words "subject to Calcutta jurisdiction". The court held that the words did not amount to contract between the parties to confer exclusive jurisdiction on the Calcutta Court. 14. The Allahabad High Court in Kanpur Sugar Supply v. Harsukh (AIR 1971 Allahabad 502) dealt with a case of a series of bills and letters at the top of which were written the words "subject to Rajkot courts only." The court was of the view that where there is only one transaction between the parties, it can be said that by accepting the hundi or the bill, the receiver thereof was not agreeing to the condition that only Rajkot courts shall have the exclusive jurisdiction over the dispute. Hi may accept the bill and take delivery of the goods to avoid unnecessary disputes. But where in spite of the clear provision as to the exclusive jurisdiction of Rajkot courts, the party places a fresh order and accepts the condition, no other inference can be drawn except that both the parties had agreed that Rajokt courts alone shall have the exclusive jurisdiction. In M/s. Surajmall v. Kalinga Iron Works (AIR 1979) Ori.126), the defendant sent a purchase order to the plaintiff and the plaintiff sent work order to the defendant. The words "subject to Calcutta jurisdiction" were printed at the top of the purchase order. The purchase order was not signed by the plaintiff. It was only a communication sent by the defendant to the plaintiff. The court held that it cannot be said that the plaintiff agreed to confine settlement in allegation of disputes between the parties only at one place namely Calcutta. The purchase order was not signed by the plaintiff. It was only a communication sent by the defendant to the plaintiff. The court held that it cannot be said that the plaintiff agreed to confine settlement in allegation of disputes between the parties only at one place namely Calcutta. Ouster of court's jurisdiction should not be easily construed and could not be assumed or presumed very easily. It must be proved by necessary or inevitable implication. 15. In Jagannath and another v. Nanakkal (1972 M.P.L.J. 981), Madhya Pradesh High Court considered an agreement relating to sale of goods. Body of the agreement contained no stipulation regarding jurisdiction. But the original agreement was on printed form with a heading "subject to Vikarabaugh jurisdiction". The Court held that inference of agreement to oust the jurisdiction cannot be drawn from the printed words of such a nature in the absence of any other evidence to show that it was actually a term of the agreement. 16. In Secretary, Vikalanga Sevaka Co-op. Society Ltd. v. Sheth Brothers (1983 K.L.T. 652), Kader J. considered a long line of decisions of various courts to decide whether the printed words at the top of a bill "subject to Delhi jurisdiction" amounted to ouster of jurisdiction of other courts. The learned judge held that the words did not constitute an agreement between the parties by which they agreed to oust the jurisdiction of all the courts except the courts in Delhi. 17. When there is choice of forum, it is certainly open to the parties to agree on an exclusive forum for settlement of disputes. But such an agreement must be clearly spelled out either by express words or by necessary implication. Ouster of jurisdiction of courts cannot be lightly assumed or presumed. If there is such a concluded agreement, it will certainly operate as estoppel against the parties to the contract. If it is merely a unilateral affirmation or statement made by one of the parties, as long as it is not shown that the statement has been accepted by the other party as a term or condition of the agreement, it cannot be held that there is an agreement to confer exclusive jurisdiction on any court. Particular caution is necessary in regard to such a clause contained in a printed form, as in this case. Particular caution is necessary in regard to such a clause contained in a printed form, as in this case. Where the printed form is signed by both the parties or where a form printed by one party is signed by the other party and forwarded by the latter to the former and the printed form contains clear words conferring exclusive jurisdiction on a court at any particular place or ousting jurisdiction of the Court at any other place, it may not be difficult to hold that the parties have agreed on such a term. Even in such cases, courts must remember that people often sign order forms containing a good deal of printed matter without caring to read what is printed. It cannot always be said that everything which is printed may be deemed to form part of the contract. Where a form printed by one party is signed only by that party and delivered to the other party, without anything more it will be difficult for the court to hold that there has been consensus ad idem in regard to the particular clause. Of course, if there is some other material to indicate acceptance or consent of the party who received the printed form, then the court is free to infer that the clause formed part of the agreement. 18. If it can be held that the printed clause in the consignment note in this case formed part of the agreement, there is clearly ouster of jurisdiction of courts at Calicut. The form was got printed by the transport undertaking. It was signed by an employee of the undertaking. It was not signed by the consignor, second plaintiff. It was merely delivered to the consignor. Contract was entered into not by correspondence. It was a case of a single transaction covered by a single bill. The words themselves are printed in small letters at the very bottom of the way bill. There is no other material before the Court to show that this printed material was brought to the notice of the second plaintiff or that the second plaintiff had accepted the same. In these circumstances, I hold that this particular clause did not form part of the agreement between the parties. Parties did not agree to oust the jurisdiction of the Court at Calicut or to vest exclusive jurisdiction in courts at Calcutta. 19. In these circumstances, I hold that this particular clause did not form part of the agreement between the parties. Parties did not agree to oust the jurisdiction of the Court at Calicut or to vest exclusive jurisdiction in courts at Calcutta. 19. There is another aspect to this question. As pointed by Thakkar J. of the Gujarat High Court (as he then was) in Snehalkumara Sarabhai v. E.T. Organisation (AIR 1975 Guj. 72) while parties can lawfully enter into an agreement to restrict a dispute to a particular Court having jurisdiction, that stipulation though valid cannot take away the jurisdiction of the Court which admittedly has jurisdiction. The ouster clause can operate as estoppel against the parties to the contract. It cannot tie the hands of the court and denude it of the power to do justice. Ordinarily. Courts would respect agreement between the parties which is born out of the meeting of their minds and out of consideration of convenience. But the Courts are not obliged to do so in every case. Where the ouster clause is calculated to operate as an engine of oppression and as a means to defeat the ends of justice, it would be oppressive to drive the plaintiff to a court in a distant place to recover a comparatively small sum. The stipulation can be ignored by the excluded Court which otherwise possesses jurisdiction if it is considered to be oppressive having regard to the surrounding circumstances including the stakes involved. This is particularly so, when the defendant firm has its office and is doing business within the local limits of the courts and it would be unjust to enforce the stipulation against the plaintiff whilst it would not cause any real prejudice to the other side. In such case, the Court would refuse to entertain the contract made by the contesting parties. On this reasoning, the Court interfered with the judgment of the Court below denying decree to the plaintiff on the ground that the court had no jurisdiction. Kader J. in 1983 K.L.T. 652 referred to these observations of the Gujarat High Court with approval. With great respect, I agree that this rule of reason and equity must also guide courts. 20. Second plaintiff is a concern operating at Calicut. The insurer is represented by its Divisional Manager with office at Calicut. Kader J. in 1983 K.L.T. 652 referred to these observations of the Gujarat High Court with approval. With great respect, I agree that this rule of reason and equity must also guide courts. 20. Second plaintiff is a concern operating at Calicut. The insurer is represented by its Divisional Manager with office at Calicut. Though the Head Office of the transport undertaking is at Calcutta, its complaint and inquiry office is at Delhi but it has a branch office at Calicut. Goods were entrusted to the branch office at Calicut and the consignment note was issued by the branch office at Calicut. In these circumstances, it would be unjust and oppressive to direct that the plaintiff should go all the way to Calcutta to have the dispute settled. For this reason also I find no ground to interfere with the finding of the court below. C.R.P. is therefore dismissed.