JUDGMENT A.C. Upadhyay, J. 1. I have heard Mr. S. Talapatra, learned senior counsel assisted by Mr. B. Banerjee, learned Counsel appearing for the Petitioner and Mr. D.K. Biswas, learned Counsel representing the Respondents. 2. This is an application under Section 115 of the Code of Civil Procedure (for short 'CPC') against the order dated 24.05.2010 passed by the learned Civil Judge (Senior Division), Dharmanagar, North Tripura in Money Suit No. 02 of 2009, wherein the preliminary issue, regarding jurisdiction of the Court to try the suit, was decided against the Petitioner. 3. The facts, sans unnecessary details, may be summarized, as follows: The Plaintiff-Respondent Nos. 1 to 4 filed a suit in the Court of Civil Judge (Senior Division), Dharmanagar, North Tripura 3 CRP No. 66 of 2010 Page 3 of 17 for realization of an amount of Rs. 2,31,556/- with interest thereon from the Petitioner, which was lying as outstanding payment allegedly withheld by the Petitioner. The Petitioner and the pro-forma Respondent Nos. 5 and 6 as the Defendant Nos. 1, 2 and 3, respectively, in the said suit, filed a common written statement against the averments and reliefs claimed by the Plaintiff-Respondents, particularly, raising the issue of maintainability of the suit. According to the Petitioner, the suit is not maintainable as the Court at Dharmanagar, has no jurisdiction to try the suit, since the matter in dispute, lies with the Court of Agra jurisdiction. Thereafter, the Petitioner herein and the pro-forma Respondent Nos. 5 and 6 filed a petition, in the Court below under Order 14 Rule 1 read with Section 151 of the CPC, for deciding the issue regarding the jurisdiction of the learned trial Court to try the suit, by specifically stating therein that the Petitioner had categorically mentioned in the written statement that the suit is not maintainable at Dharmanagar. It has been further stated in the petition that the learned trial Court at Dharmanagar do not have jurisdiction to try the suit and the matter in dispute lies with the Agra jurisdiction. The Plaintiff-Respondent Nos. It has been further stated in the petition that the learned trial Court at Dharmanagar do not have jurisdiction to try the suit and the matter in dispute lies with the Agra jurisdiction. The Plaintiff-Respondent Nos. 1 to 4 filed written objection against the said petition stating therein that there was no necessity of framing a preliminary issue, as the jurisdictional matter could not be decided in isolation of the issues 4 CRP No. 66 of 2010 Page 4 of 17 involved in the suit and it has to be decided and determined along with other issues, after recording of the evidence. 4. Upon hearing the learned Counsel for both the parties, the learned trial court vide impugned order dated 24.05.2010, decided the preliminary issue in the negative by holding as follows: ... Has the court jurisdiction to try the suit? 2. After the preliminary issue was framed the Plaintiff sought for time for filing W.O. and considering the ground advanced by the Plaintiff I allow.... time to the Plaintiff for filing W.O. The Plaintiff filed W.O. on 30/03/10 challenging the contention of the Defendants regarding jurisdictional bar. The following are 2 main points on which the Plaintiff challenged the contention of the Defendants in this regard. i) There is no bilateral agreement between the parties governing the place of jurisdiction of suit arising between them and, (ii) the words appearing in the cash memo on which the Defendants have challenged the jurisdiction in unilateral and as such it cannot be termed as a finding agreement governing the jurisdiction. 3. Mr. H. Nath, Ld. counsel representing the Defendants has argued on behalf of the Defendant to convince the court regarding the petition of the Defendants. Mr. S. P. Dattapurkayasta, Ld. counsel appearing alongwith Mr. A. Chakraborty, Ld. Advocate has argued at length on behalf of the Plaintiff. I have considered their submissions. I have also carefully gone through the petition and the objection of the other side and the materials available on record to decide the matter in hand. I have also considered all the surrounding fact and circumstance of the case. 4. In my considered view, except the warranty appearing in the cash memo and invoice issued by the Defendants from time to time therein no specific bilateral agreement between the parties guiding jurisdiction of suit arising between the parties. I have also considered all the surrounding fact and circumstance of the case. 4. In my considered view, except the warranty appearing in the cash memo and invoice issued by the Defendants from time to time therein no specific bilateral agreement between the parties guiding jurisdiction of suit arising between the parties. The warranty appearing in the tax invoice contains the following words at its bottom. "All subject to Agra jurisdiction only." This declaration on the invoice in my view does not have the effect of a binding agreement guiding the jurisdiction of the Court. There is no doubt that in corporate area the parties may by agreement determine the jurisdiction of court for trying the pending litigation or future litigation between them according to their convenience for which a bilateral agreement in clear terms is necessary and the tax invoice containing a memo declaration as above cannot replace such bilateral agreement governing the jurisdiction of this Court. In this 5 CRP No. 66 of 2010 Page 5 of 17 view of the matter, I reject the application of the Defendants and decide the preliminary issue in the affirmative and against the Defendants. It is therefore held that therein no binding agreement between the parties barring the jurisdiction of this Court to try the suit. 5. Mr. S. Talapatra, learned senior counsel for the Petitioner drawing the attention of the court submitted that in terms of the provisions of Section 20 of the CPC, particularly 'Explanation' of Section 20, a corporation or a company shall be deemed to carry on business at its sole or principal office in India or, in respect of any cause of action arising at any place where it has also a subordinate office at such place. Learned senior counsel for the Petitioner has pointed out that the Petitioner is a company having its principal office of business at Agra and it has its subordinate office at Agartala and in no case at Dharmanagar, North Tripura. 6. A simple analysis of Section 20 of Code Civil Procedure would show that whereas Clauses (a) & (b), sought to confer jurisdiction only on such courts where the Defendant or the Defendants resided or carried on business etc., Clauses (c) confers jurisdiction on such a court where cause of action either arises wholly or in part. 6. A simple analysis of Section 20 of Code Civil Procedure would show that whereas Clauses (a) & (b), sought to confer jurisdiction only on such courts where the Defendant or the Defendants resided or carried on business etc., Clauses (c) confers jurisdiction on such a court where cause of action either arises wholly or in part. However, an Explanation is added to the aforesaid provision in terms of which if a suit against a corporation is brought on the ground of its carrying on business as envisaged by Clauses (a) & (b), then only the Explanation could be invoked and the suit would lie where the Corporation has its sole or the Principal office, even if no cause of action arises there. When the aforesaid Explanation is properly noticed in the light of the substantive provisions of Section 20 of Code Civil Procedure, it is also apparent that if no part of the cause of action has arisen at the place of the subordinate office, the mere fact of the Corporation having a subordinate office could not give the court of that place jurisdiction to entertain and try the suit. 7. Learned Counsel has also pointed out that Section 20(a) of Code of Civil Procedure specifically provides that subject to the limitations as indicated in Sections 15, 16, 17, 18 and 19, every suit shall be instituted in a court within the local limits of whose jurisdiction, the Defendants, or each of the Defendants, where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain; provided that in such case either the leave of the Court is given, or the Defendants who do not reside, or carry on business, or personally work for gain, as aforesaid, acquiesce in such institution. 8. However, Section 20(c) of the Code of Civil Procedure clearly provides that the suit may be instituted, where the cause of action, wholly or in part, arises. 9. 8. However, Section 20(c) of the Code of Civil Procedure clearly provides that the suit may be instituted, where the cause of action, wholly or in part, arises. 9. Learned Counsel for the Petitioner submitted that though issue regarding maintainability of the suit at Dharmanagar Court was formulated, the learned trial Court, however, while deciding the issue unconsciously discarded the objection raised by the Petitioner by disregarding the settled proposition of law, by holding that the Tax invoice containing a mere unilateral declaration of jurisdiction by the Petitioner, cannot substitute such bilateral agreement which is required to govern the jurisdiction of the Court. 10. Learned Counsel for the Petitioner by referring to the "Tax Invoice", which is the subject matter of the suit, submitted that the invoice clearly indicated that 'all subject to Agra jurisdiction only'. The Tax Invoice of the Petitioner reflects at the footnotes as follows: WARRANTY FORM VI-A: WE HEREBY CERTIFY THAT GOODS MENTIONED IN THIS MEMO ARE WARRANTED TO BE OF THE NATURE & QUALITY WHICH THIS PURPOSE TO BE. * ALL SUBJECT TO AGRA JURISDICTION ONLY * GOODS ONCE SOLD WILL NOT BE TAKEN BACK "VALID For Input Tax Credit ON ITC" (Valid "Tax Invoice" Only). 11. Learned Counsel for the Petitioner submitted that the sentence in the footnote "All subject to Agra jurisdiction only", clearly reflected that any suit relating to the invoice would be subject to Agra jurisdiction. However, there is no indication of suit or litigation in the note. 12. In support of his contention learned Counsel for the Petitioner has referred to a decision reported in (2005) 10 SCC 704 : Shree Subhlaxmi Fabrics (P) Ltd. v. Chandmal Baradia 8 CRP No. 66 of 2010 (2005) 10 SCC 704 Page 8 of 17 and Ors., where the Appellant Shree Subhalaxmi Fabrics (P) Ltd., which was a cloth merchant, was carrying on business all over India. M/s Naresh Enterprises having its office at Calcutta who had been engaged as a middleman by the Appellant contacted Defendant No. 1 at Mumbai, for supply of cloth upon which Defendant No. 1 sent their indents (contract) through the said middleman, which was duly accepted by them. Accordingly, Defendant No. 1 supplied cloth valued at rupees twenty lakhs and in the indents (contracts) terms and conditions were mentioned which were as follows: 6. Accordingly, Defendant No. 1 supplied cloth valued at rupees twenty lakhs and in the indents (contracts) terms and conditions were mentioned which were as follows: 6. Dispute under this contract shall be decided by the court of Bombay and no other courts. 7. If any dispute arises about the transaction the same shall have to be referred to Hindustan Chamber of Commerce, Bombay, for decision under its Arbitration Rules. 13. On the basis of the above indents (contracts), the learned trial Court on consideration of the materials held that the court at Calcutta had no jurisdiction to try the suit. The High Court reversed the finding. The Hon'ble Supreme Court in Shree Subhlaxmi Fabrics (P) Ltd. v. Chandmal Baradia and Ors. (supra) reversed the findings of the High Court and held that the plea of jurisdiction goes to the very root of the matter. The trial court at Calcutta having held that it had no territorial jurisdiction to try the suit, the High Court should have gone deeper into the matter and until a clear finding was recorded that the court had territorial jurisdiction to try the suit, no injunction could have been 9 CRP No. 66 of 2010 Page 9 of 17 granted in favour of the Plaintiff by making rather a general remark that the Plaintiff has an arguable case that he did not consciously agree to the exclusion of the jurisdiction of the court. Accordingly, Hon'ble Supreme Court held that the view taken by the trial court was perfectly correct. 14. In New Moga Transport Co. v. United India Insurance Co. Ltd. and Ors. (2004) 4 SCC 677 , relied on by the learned Counsel for the Petitioner, the Hon'ble Supreme Court explaining the purport of 'Explanation' to Section 20 of Code of Civil Procedure held that if a corporation has its principal office at one place and a subordinate office at another place, it is not the court, within whose jurisdiction the principal office of the Defendant is situate but the court within whose jurisdiction it has a subordinate office which alone has the jurisdiction in respect of any cause of action arising, at any place where it has also a subordinate office. The relevant extract of the decision reads as follows: 10. The relevant extract of the decision reads as follows: 10. On a plain reading of the Explanation to Section 20 Code of Civil Procedure it is clear that Explanation consists of two parts, (i) before the word "or" appearing between the words "office in India" and the word "in respect of" and the other thereafter. The Explanation applies to a Defendant which is a Corporation which term would include even a company. The first part of the Explanation applies only to such Corporation which has its sole or principal office at a particular place. In that event, the Court within whose jurisdiction the sole or principal office of the company is situate will also have jurisdiction inasmuch as even if the Defendant may not actually be carrying on business at that place, it will be deemed to carry on business at that place because of the fiction created by the Explanation. The latter part of the Explanation takes care of a case where the Defendant does not have a sole office but has a principal office at one place and has also a subordinate office at another place. The expression "at such place" appearing in the Explanation and the word "or" which is disjunctive 10 CRP No. 66 of 2010 Page 10 of 17 clearly suggest that if the case falls within the latter part of the Explanation it is not the Court within whose jurisdiction the principal office of the Defendant is situate but the Court within whose jurisdiction it has a subordinate office which alone have the jurisdiction "in respect of any cause of action arising at any place where it has also a subordinate office. 11. Section 20 before the Amendment by Code of Civil Procedure in 1976 had two Explanations being Explanation I and II. By Amendment Act, Explanation I was omitted and Explanation II was re-numbered as the present Explanation. Explanation which was omitted reads as follows: Explanation 1.- Where a person has a permanent dwelling at one place and also temporary residence at another place, he shall be deemed to reside at both places in respect of any cause of action arising at the place where he has such temporary residence. 12. Explanation which was omitted reads as follows: Explanation 1.- Where a person has a permanent dwelling at one place and also temporary residence at another place, he shall be deemed to reside at both places in respect of any cause of action arising at the place where he has such temporary residence. 12. This Explanation dealt with the case of place of residence of the Defendant and provided with regard to a person having a permanent dwelling at one place and also temporary at another place that such person shall be deemed to reside at both places in respect of any cause of action arising at the place where he has such temporary residence. The language used in Explanation II on the other hand which is the present Explanation was entirely different. Had the intention been that if a corporation had its principal office at one place and a subordinate office at another place and the cause of action arose at the place where it had its subordinate office it shall be deemed to be carrying on business at both places the language used in Explanation II would have been identical to that of Explanation I which was dealing with a case of a person having a permanent dwelling at one place and also temporary residence at another place. 15. However, in the said decision in New Moga Transport Co. v. United India Insurance Co. Ltd. and Ors. (supra) Hon'ble Supreme Court has indicated that the intention to exclude a Court's jurisdiction should be reflected in clear, unambiguous, explicit and specific terms and in such case only the accepted notions of contract would bind the parties. The relevant extract reads as follows: 16. Had it only been indicated in the consignment note the Court at Head Office city had jurisdiction then in the 11 CRP No. 66 of 2010 Page 11 of 17 absence of a precise indication of the place what would have the consequence, we are not presently concerned, more particularly, when the consignment note itself had indicated that Court at Udaipur alone had jurisdiction. 17. As was observed by this Court in Shriram's case (supra) referring to Hakam Singh's case (supra) an agreement affecting jurisdiction of Courts is not invalid. It is open to the parties to choose any one of the two competent Courts to decide the disputes. 17. As was observed by this Court in Shriram's case (supra) referring to Hakam Singh's case (supra) an agreement affecting jurisdiction of Courts is not invalid. It is open to the parties to choose any one of the two competent Courts to decide the disputes. Once the parties bound themselves as such it is not open for them to choose a different jurisdiction. 18. Above being the factual and legal position, the inevitable conclusion is that the High Curt was not justified in upsetting the order of First Appellate Court. It is not a case where the chosen Court did not have jurisdiction. The only question, therefore, related to exclusion of the other Courts. 19. The intention of the parties can be culled out from use of the expressions "only", "alone", "exclusive" and the like with reference to a particular Court. But the intention to exclude a Court's jurisdiction should be reflected in clear, unambiguous, explicit and specific terms. In such case only the accepted notions of contract would bind the parties. The first Appellate Court was justified in holding that it is only the Court at Udaipur which had jurisdiction to try the suit. The High Court did not keep the relevant aspects in view while reversing the judgment of the trial Court. Accordingly, we set aside the judgment of the High Court and restore that of the first Appellate Court. The Court at Barnala shall return the plaint to the Plaintiff No. 1 (Respondent No. 1) with appropriate endorsement under its seal which shall present it within a period of four weeks from the date of such endorsement of return before the proper Court at Udaipur. If it is so done, the question of limitation shall not be raised and the suit shall be decided on its own merits in accordance with law. The appeal is allowed. No costs. 16. In R.S.D.V. Finance Co. Pvt. Ltd., V. Shree Vallabh Glass Works Ltd., reported in AIR 1993 SC 2094 , the Hon'ble Supreme Court by discussing the effect of endorsement "Subject to Anand jurisdiction" held that the deposit receipt issued by the Defendant with the above endorsement, which was made unilaterally by the other side while issuing the deposit receipt does not contain the ouster clause using the words like 'alone', 'only', 12 CRP No. 66 of 2010 Page 12 of 17 exclusive' and the like. Thus the maxim 'expression unius est exclusion alterius' cannot be applied under the facts and circumstances of the case and it cannot be held that merely because the deposit receipt contained the endorsement "subject to Anand jurisdiction" it excluded the jurisdiction of all other courts who were otherwise competent to entertain the suit. 17. Learned Counsel for the Petitioner further submitted that the Plaintiffs in their plaint categorically stated that the commodity would be supplied from the Defendant's Depot situated at N.S. Road, Agartala to the Plaintiffs' store-shop at Shyama Prasad Road, Dharmanagar Bazar by way of door delivery. According to the learned Counsel for the Petitioner, the cause of action arose at Agartala and not at Dharmanagar since delivery of the goods was made from the subordinate office of the Petitioner at Agartala. The relevant extract of the averments made by the Respondents in the plaint reads as follows: I. The Commodity would be supplied from the Defendant's Depot situated at N.S. Road, Agartala to the Plaintiff's store-shop at Shyama Prasad Road, Dharmanagar Bazar by way of door delivery, on the cost of Defendant including costs of loading unloading and transport. The actual practice of payment of freight charge (cost of loading, unloading and transporting), it would be paid by the Plaintiffs locality at Dharmanagar on unloading and would be deducted for Commodity price as mentionable at the related invoices by way of adjournment. 18. In reply to the above contention, Mr. D.K. Biswas, learned Counsel appearing for the Plaintiff-Respondents submitted that the transaction in question took place at Dharmangar when 13 CRP No. 66 of 2010 Page 13 of 17 the door delivery of the goods were made by the Petitioner in the store house of the Respondents. Learned Counsel for the Plaintiffs Respondents by referring to the provision of Order XXIX read with Section 141 of the Code of Civil Procedure contended that there is no averment in the revision application that the person, signing and verifying the application, is the Secretary or any of the Directors or any other Principal Officer of the company, who is able to depose to the facts of the case. However, in this regard the person who has sworn the affidavit at the time of filing of the revision petition has submitted on oath that he is the authorized person of the company. However, in this regard the person who has sworn the affidavit at the time of filing of the revision petition has submitted on oath that he is the authorized person of the company. Therefore, I do not deem it necessary to discuss this redundant issue to discern the authority of the revision Petitioner. 19. Mr. Biswas, learned Counsel appearing for the Plaintiffs Respondents by drawing the attention of the Court to the "Tax Invoice/Vat Invoice", referred to by the Petitioner, submitted that if the content of the invoice is read as a whole, it would give an impression that "All subject to Agra jurisdiction only", relates to Warranty Form-VI-A and it does not clarify with all certainty that the jurisdiction in respect of any suit or litigation relating to the transaction, would be governed by the Courts at Agra. On the other hand, it is not a contract signed by both the parties; it is simply a Tax Invoice, issued by the Petitioner, unilaterally. 20. Apparently, on plain reading of the noting at the bottom of the Tax Invoice/Vat Invoice, as quoted in paragraph 7 above, an unwary and innocent purchaser would not understand 14 CRP No. 66 of 2010 Page 14 of 17 that it would take away and shift the jurisdiction of the courts to Agra. Though the Hon'ble Supreme Court in Shree Subhlaxmi Fabrics(P) Ltd. v. Chandmal Baradia and Ors.(supra) has clearly indicated that the jurisdiction of the Court would be decided in terms of the indents (contracts), if parties consciously agreed to indicate the court in which the suit can be filed by the aggrieved party. However, in the instant case, the writing in the tax invoice except confusing the Respondents did not in lucid term indicate shifting of jurisdiction to Agra Courts. On the top of it, a Tax Invoice is neither a deal signed by both parties, nor it is a contract having certain terms and conditions, accepted and agreed to by both the parties and enforceable at law. 21. No doubt under Section 20 of the CPC, a suit can be filed where Defendants reside or carry on business, however, at the same time, a suit can also be instituted at a place where cause of action arises. 21. No doubt under Section 20 of the CPC, a suit can be filed where Defendants reside or carry on business, however, at the same time, a suit can also be instituted at a place where cause of action arises. Since according to the averments of the plaint, there was a settlement to supply the goods at Dharmanagar and the delivery of the goods was made at Dharmanagar. 22. In so far as the printed Tax-invoices regarding supply of the goods are concerned, definitely it contains a note printed on it at the bottom "subject to Agra jurisdiction only", but what is disputed about it is the fact that this condition though printed on the invoice was not the subject-matter of any agreement between the parties. The learned Counsel of the Petitioners relied upon the decisions in (1) Shree Subhlaxmi Fabrics (P) Ltd. v. 15 CRP No. 66 of 2010 Page 15 of 17 Chandmal Baradia and Ors. (supra), (2) New Moga Transport Co. v. United India Insurance Co. Ltd. and Ors. (Supra), where ouster of jurisdiction appeared in the contract between parties. However, from the Tax Invoice issued by the Petitioner in the instant case, no inference can be drawn that both the parties had agreed that Agra Courts alone shall have the exclusive jurisdiction. However, as far as present case is concerned, it is not on record to indicate that the condition of exclusive jurisdiction at Agra though printed on the invoice was within specific knowledge and agreed upon by the Plaintiffs, as a condition of the transaction. 23. The Hon'ble Supreme Court in case of A.B.C. Laminart P. Ltd. v. A. P. Agencies, Salem AIR 1989 SC 1239 , observed that an agreement, which purports to oust the jurisdiction of the court absolutely is contrary to public policy and hence void, however, every one has the right to have his legal position determined by the ordinary tribunal except, of course, in a contract when parties agree as to the jurisdiction to which disputes in respect of the contract shall be subject. In other words, where the parties to a contract agreed to submit the disputes arising from it to a particular jurisdiction, which would otherwise also be a proper jurisdiction under the law, their agreement to the extent they agreed not to submit to other jurisdictions cannot be said to be void as being against public policy. In other words, where the parties to a contract agreed to submit the disputes arising from it to a particular jurisdiction, which would otherwise also be a proper jurisdiction under the law, their agreement to the extent they agreed not to submit to other jurisdictions cannot be said to be void as being against public policy. 24. A Tax-invoice is a document issued by a seller to a buyer listing the goods supplied by stating the sum of money due. In the present case, there is no proof at this stage that the note printed on the Tax Invoice, regarding exclusive jurisdiction at Agra, 16 CRP No. 66 of 2010 Page 16 of 17 was agreed upon between the parties and/or duly acknowledged by the Plaintiffs. 25. Taking into consideration the implications arising out of the decision of Apex Court referred hereinabove, it is well settled that in order to give effect to the ouster clause in an agreement regarding jurisdiction, it has to be shown that the parties specifically agreed or acknowledged through agreement to exclude the jurisdiction of the Court envisaged under provision of Section20 of the CPC. In the facts and circumstances, the printing of words "subject to Agra jurisdiction only", on the Tax-invoice in itself is not the ground to indicate that it was a part of agreement between both the parties, to oust the jurisdiction resulting from any disputes out of the business transaction, between the parties. The learned Trial Court in the circumstances has committed no error in assuming the jurisdiction of Court at Dharmanagar. 26. Therefore, I do not find any merit in the contention made by the learned Counsel for the Petitioner in this case. However, in respect of the averments made by the Petitioner in the plaint regarding arising of the cause of action at Agartala, I do not propose to discuss the issue since the Petitioner neither raised it in the trial court or in the revision petition. However, the Petitioner is at liberty, if so advised, to raise such issue before the learned trial Court. 27. Consequently, this revision is liable to be dismissed. However, it is made clear that nothing in this order shall prevent the Petitioners to raise the ground of jurisdiction in the written statement or to lead evidence on this point. However, the Petitioner is at liberty, if so advised, to raise such issue before the learned trial Court. 27. Consequently, this revision is liable to be dismissed. However, it is made clear that nothing in this order shall prevent the Petitioners to raise the ground of jurisdiction in the written statement or to lead evidence on this point. The Court, shall in such a situation, may decide the point of jurisdiction at any of the subsequent stage of the trial, as permissible under law, without being influenced by the observations made hereinabove. 28. In view of the above, this revision petition being devoid of merit stands dismissed. However, I pass no order as to costs. Petition dismissed.