Judgment This is an application by the defendant no. 8 challenging the maintainability of the suit filed by the plaintiff against the 14 defendants on three grounds which broadly stated are:- (i) That this Court does not have the territorial jurisdiction to try the suit. In the alternative it is claimed that the balance of convenience warrants trial of the suit in Bombay rather than in Calcutta. (ii) That this Court did not have the pecuniary jurisdiction to entertain the claim of plaintiff against the applicant or the defendants nos. 2, 4, 9, 12, 13 and 14. The plaintiff has claimed separate monetary decrees against each of the defendants. The claims against the named defendants were below Rs.10 lakhs which is the lower limit of the pecuniary jurisdiction of this Court. (iii) That the plaint was had for multifariousness. There was misjoinder of parties and causes of actions. 2. The objections being in the nature of demurrers must be decided on the basis of allegations made in the plaint. The case in the plaint is in brief as follows:- The plaintiff is an investment company and has its registered office within the jurisdiction of this Court. The defendant No. 1 Tushar G. Shah and the defendant No.7 Akshay P. Sanghavi were known to the Directors of the plaintiff. They approached the plaintiff at its office in Calcutta for financing the defendants nos. 1 & 7 and their family members and friends for purchase of the promoter's quota of shares in a company by the name of Credence Sound and Vision Ltd. Negotiations were held between the plaintiff and the defendants Nos. 1 & 7. The defendants agreed to borrow different amounts for purchasing the shares. The agreement was entered into in Calcutta. Subsequent thereto 14 separate but materially identical agreements were executed between each of the defendants and the plaintiff. The plaintiff paid different amounts to each of the defendants. The payments were made in Bombay. The defendants pledged shares of Credence Sound and Vision Limited with the plaintiff in Calcutta. The defendants paid a total amount of Rs.25 lakhs to the plaintiff at Bombay. The parties agreed that the amounts would be credited proportionately in the account of the defendants. After such adjustment different amounts were outstanding by each of the defendants to the plaintiffs. The defendants defaulted in repayment of the loan. The defendants Nos. The defendants paid a total amount of Rs.25 lakhs to the plaintiff at Bombay. The parties agreed that the amounts would be credited proportionately in the account of the defendants. After such adjustment different amounts were outstanding by each of the defendants to the plaintiffs. The defendants defaulted in repayment of the loan. The defendants Nos. 1 & 7 admitted their liabilities and wrote letters of admission on behalf of the other defendants. The letters were written to the plaintiff in Calcutta. Subsequent agreements were entered into extending the time for repayment and raising the rate of interest in consideration for such extension. The defendants did not pay within the extended time. The plaintiff has claimed the right to sell the pledged shares. In Paragraph 14 of the plaint the plaintiff has stated as follows:- "The plaintiff states that all the said loans were given for one object viz. to enable the defendants to purchase the promoters quota of shares in the public issue scheduled to be made in December 1994 and all transactions referred to above were negotiated and carried through by the defendants Nos. 1 & 7 for and on behalf of the defendants. By reason of the aforesaid, the cause of action of the plaintiff arose out of the same and/or series of transactions and the plaintiff is entitled to institute the present suit in its present form. Further if separate suits were filed the same questions of law and facts would arise and the same would amount/lead to multiplicity of suits/proceedings." 3. The plaintiff has valued the suit at Rs.2.11 crores and paid Court fees on that amount. As part of the cause of action as pleaded arose within the jurisdiction of this Court and part arose outside the jurisdiction of the Court, the plaintiff prayed for leave under Clause 12 of the Letters Patent and has as asked for separate monetary decrees against each of the defendants. In addition the plaintiff has claimed a decree for sale of pledged shares and the right to appropriate the sale proceeds "in accordance with the respective sale values that may be obtained by such sales any proportion of the shares which stands in the name of different defendants". Re. (i) 4. In addition the plaintiff has claimed a decree for sale of pledged shares and the right to appropriate the sale proceeds "in accordance with the respective sale values that may be obtained by such sales any proportion of the shares which stands in the name of different defendants". Re. (i) 4. As the plaintiff has claimed that the agreements of loan, the pledge of shares and the subsequent agreements extending the period of repayment and raising the rate of interest took place in Calcutta, it cannot be said on the plead lags in the plaint that this Court does not have the territorial jurisdiction to entertain the suit. The argument of the applicant that the agreements were in fact, executed in Bombay is not as issue which can be raised in a demurrer application. 5. The alternative argument of the applicant based on the principal of forum convenience is also unacceptable. The general rule is that the plaintiff has the choice of forum. The Court will not compel the plaintiff to sue in another Court unless the balance of convenience is overwhelmingly in favour of trial in such other Court. 6. The Courts have exercised their discretion to transfer a suit to another Court on the ground of balance of convenience with considerable caution. Examples of exercise of such discretion are available from the cases cited by the applicant:- (a) Where the inconvenience would be so great and the expenses so heavy (for the applicant) as to be utterly out of proportion of the insignificant sum involved in the action, (1) Logan v. Bank of Scotland & Ors., (1906) 1 K.B. 144; (b) When the plaintiff does not bring the action in a Court bona fide for the purpose of obtaining Justice, but vexatiously and solely for the purpose of harassing the defendant (ibid); (c) Whenever there is such vexation and operation that the defendant who objects to the exercise of the jurisdiction would be subjected to such injustice that he ought not to be sued in the Court in which the action is brought (ibid); (d) Where the Court in which the action is brought is not the natural forum and no reasonable explanation is given by the plaintiff for choosing the Court rather than the natural forum (2) MacShannon v. Rockware Glass Ltd., (1978) 1 All ER 625; (3) Delhi Cloth and General Mills Co. Ltd. v. Harnam Singh, AIR 1955 SC 590 . 7. The plaintiff has claimed that it has its registered office in Calcutta. It is also claimed that the agreements were executed and advances were made in Calcutta. The shares were pledged in Calcutta. 8. Clause 10 of the agreement annexed with the plaint reads as under :- "10(a) Alimonies due and payable by the Borrower to the Lender under or in terms of this agreement shall be paid at the registered office of the Lender or at such place as may be specified hereafter by the Lender. (b) Any notice or request required or permitted to be given or made under this agreement to the Lender or to the Borrower shall be given in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand, mail or telegram to the party to which it is required or permitted to be given or made at such party’s address specified below or at such other address as such party shall have designated by notice to be given or made under this agreement to the Lender. For the Lender: C/o. Moolraj & Co. 33, Brabourne Road 2nd Floor Calcutta-700 001. For the Borrower: 204/208, Doctor Centre 135, August Kranti Marg Bombay-400 026. 9. On the other hand, the respondents claim that a large part of the cause of action arose outside this Court's jurisdiction. Clause 3.3 of the agreement reads as follows:- "Repayment of Loan, Interest etc. The loan shall be repayable immediately upon maturity of the term of the loan which is fixed at 12 (twelve) months from the date of disbursal of the loan (i.e. the date of the handing over/dispatch of the cheque/draft by the Lender) by the Lender. Interest at the rate of 22% per annum shall be payable by the Borrower to the Lender. For this purpose, the Borrower shall forward the cheque/draft payable in favour of the Lender on the due date of interest payable at the Bombay office of the Leader situated also, Esplanade Mansion, 144, M.G. Road, Kalaghoda, Bombay-400 023. 10. It is contended by the applicant that as the plaintiff has an office at Bombay, it would suffer no inconvenience, whereas the defendants were all outside the jurisdiction of the Court and would be inconvenienced if the suit were entertained in Calcutta. 10. It is contended by the applicant that as the plaintiff has an office at Bombay, it would suffer no inconvenience, whereas the defendants were all outside the jurisdiction of the Court and would be inconvenienced if the suit were entertained in Calcutta. The Company namely, Credence Sound and Vision Limited, the shares of which were pledged that the plaintiff, also has its registered office in Bombay. 11. The amount involved is not small and the inconvenience which may be suffered by the defendants cannot be called disproportionate to the claim. The defendants, at least according to the plaint, could come without suffering any inconvenience to Calcutta to borrow money, execute agreements and pledge shares. They also do not appear to be persons of small means. It cannot be said in the circumstances of this case that Bombay is the natural forum. 12. At the highest it may be said that the balance of convenience is even between Calcutta and Bombay. The deciding factor in such case is the choice of the plaintiff and the principle of forum convenience will not apply. Re. (ii) 13. This issue is dependent upon the outcome of the determination of the third ground. If the suit has been properly framed, Section 8 of the Suits Valuation Act, 1887 read with Sections 7(i) and 21 of the West Bengal Court Fees Act, 1970 would allow for the plaintiff to file the suit on the basis of the totality of the value of the claims in the suit. Re. (iii) 14. Order 1 Rule 3 allows a person to be joined in one suit as defendant where (a) any right to relief in respect of, or arising out of, the same act or transaction or series of acts or transactions is alleged to exist against such persons, whether jointly, severally or in the alternative: And (b) if separate suits were brought against any such person, any common question of law or fact would arise. 15. Before considering the authorities cited the meaning of the expressions used in Order 1 Rule 3, are to be construed. The word "and" would show that both the conditions must exist before the defendants can be joined in one suit. 15. Before considering the authorities cited the meaning of the expressions used in Order 1 Rule 3, are to be construed. The word "and" would show that both the conditions must exist before the defendants can be joined in one suit. The first condition requires the right to relief against each of the defendants sought to be joined to be “in respect of” the same act or transaction or arising out of the same act or series of transactions. The phrase "in respect of" in contradistinction to "arising out of" indicates that the act or transaction referred to must be relevant to the relief and need not form part of the basis of the relief. The word "same" is to be distinguished from "similar". The word "series" implies in this context a succession of such acts be that each of the acts have a common thread or connection. 16. On similar arguments being made I had delivered an earlier judgment in (4) Margo Trading & 6 others v. Om Credit private Limited, (C.S. No. 242 of 1995 dated 30th October, 1995). In that case the plaint had been filed by several companies for specific performance of separate agreements for sale of separate flats against one defendant. The application for rejection of the plaint on the ground of misjoinder was allowed. The case is distinguishable on facts but I had said there that the test of distinctiveness is whether relief can be granted to each plaintiff without reference to the others. 17. The tenor of the plaint is that there was one composite transaction namely financing for purchase of promoters quota of shares in Credence Sound & Vision Limited. The benefit as well as the liability of the transaction was shared amongst the defendants. That the transaction was a composite transaction also appears from the averments in the plaint with regard to nature of repayment of the amount. It is said "on two several dates the defendants paid and/or caused to be paid a total amount of Rs.25 lakhs to the plaintiff at Bombay, outside the jurisdiction. By mutual agreement of the parties, the said amount were credited to the different plaintiffs (sic) in proportion of the loan that was advanced by the plaintiff to the said defendants". It is not the plaintiff's case in the plaint that each of the defendants made payments separately in respect of their separate agreements. By mutual agreement of the parties, the said amount were credited to the different plaintiffs (sic) in proportion of the loan that was advanced by the plaintiff to the said defendants". It is not the plaintiff's case in the plaint that each of the defendants made payments separately in respect of their separate agreements. There was a composite payment which was credited against different accounts of the defendants proportionately. The third factor pleaded in the plaint which is relevant in this context is the role of the defendants Nos. 1 and 7. The letters dated 8.2.96, 14.8.96 and 20.9.96 admitting the default in payment of the amount borrowed have been annexed to the plaint. The language in one of the letters would suffice :- “I, Tushar G. Shah, CEO, Credence Sound & Vision Limited make an unqualified and unconditional commitment to make payment towards loans made by Innovative Capital Strategies Limited to my Promoter Friends, relatives aggregating Rs.1,40,00,000 along with interest thereon aggregating Rs.30,38,000 as of 8.12.1995 and thereafter @ 2.50% per month on or before 7.5.1996. I also state that all the interest due based on the aforesaid terms shall be paid by me immediately and thereafter on monthly rests." 18. These common facts are relevant if not necessary to be proved in order that the plaintiff may obtain relief against each of the defendants in the suit. 19. As far as the second limb of Order 1 Rule 3 is concerned whether a common question arises may be tested by seeing what the evidence will be. The rule does not say that all questions must be common. It is sufficient that there is a common question (See (5) Ramendra v. Brojendra, AIR 1918 Cal 858). Apart from any other fact, the fact of common payment and proportionate adjustment towards the loan would bring the suit within the purview of the second limb of Order 1 Rule 3 as well as the first. 20. The objections as to joinder of cause of action is without substance in view of the decision Ramendra v. Brojendra, AIR 1918 Cal 858. Order 11 Rule 3 of the Code provides :- "Joinder of cause of action. 20. The objections as to joinder of cause of action is without substance in view of the decision Ramendra v. Brojendra, AIR 1918 Cal 858. Order 11 Rule 3 of the Code provides :- "Joinder of cause of action. 3.(1) Save as otherwise provided, a plaintiff may unite in the same suit several causes of actions against the same defendant, or the same defendants jointly; and any plaintiffs having causes of actions in which they are jointly interested against the same defendants or the same defendants jointly may unite such causes of actions in the same suit. (2) Where causes of actions are united, the jurisdiction of the Court as regards the suit shall depend on the amount or value of the aggregate subject-matters at the date of instituting the suit." 21. The opening words of Order 2 Rule 3 show that it is subject to the other provisions in the Code. It was held by the Division Bench that Order 1 Rule 3 applies not only to questions of joinder of parties but also joinder of cause of action. Therefore if the provisions of Order 1 Rule 3 are fulfilled that is sufficient. "The matter is one essentially of substance and not of form, as Romer, L.J., observed in Franken burg v. Great Horseless Carriage Co. (8), and I am not prepared to put a narrow construction upon the provisions of Order 1. On the one hand, we have the fundamental principle that needless multiplicity of suits should be avoided, on the other hand, we have the equally essential principle that the trial of the suit should not be embarrassed by the simultaneous investigation of totally unconnected controversies. The Legislature has effected a compromise of these two principles by means of the rules embodied on Orders 1 and 2, which may possibly overlap to some extent in their application to concentrate cases. It is not the function of Court, however, to determine how far the rules are appropriate. We are bound to interpret them in their natural sense and apply them to the circumstances of each case. I hold, accordingly, that Order 1 Rule 1 and Order 1 Rule 3 apply to questions of joinder of parties as also of cause of action." (Sri Ramendra V. Brojendra) (supra). 22. In the circumstances of the case the application must be and is dismissed with costs. I hold, accordingly, that Order 1 Rule 1 and Order 1 Rule 3 apply to questions of joinder of parties as also of cause of action." (Sri Ramendra V. Brojendra) (supra). 22. In the circumstances of the case the application must be and is dismissed with costs. 23 Stay of operation of the order is prayed for and the same is granted one week after vacation. Let a xerox copy of the Judgment duly signed by the Assistant Registrar of this Court be given to the parties upon their undertaking to apply for certified copy of the Judgment and on payment of usual charges.