Judgment : M. Venugopal, J. 1. The Appellant /2nd Defendant has preferred the instant Original Side Appeal as against the Order dated 03.11.2010 in Application No.289 of 2009 passed by the Learned Single Judge in allowing the 'Leave to Sue' application. 2. The Learned Single Judge, while passing the order dated 03.11.2010 in Application No.289 of 2009 (filed by the 1st Respondent/Applicant/Plaintiff) in paragraphs 6 to 8 has, inter alia, observed as follows; “6. . . .in the case on hand the deposit has been made at Chennai and the agreement dated has been signed by the plaintiff at Chennai. Of course, the plaintiff may sign the agreement at Chennai and likewise the first Respondent may sign the agreement in USA. But the amount has been paid by the plaintiff only at Chennai through foreign exchange. The termination of the agreement is made available at page No.53 of the typed set of papers wherein also the first respondent has not disputed the amount received from the plaintiff at Chennai. Therefore, I am of the view that the dispute squarely falls within the jurisdiction of this Court. 7. The second contention of the learned Senior Counsel appearing for the respondents / defendants is that while granting leave, the forum non convenience has to be seen and in support of his contention he relied on Clause 24 of the agreement which is made available at page No.35 of the typed set of papers. 8. Clause 24 of the agreement provides for Governing Law wherein it is stated that this agreement is to be construed in accordance with and governed by the internal laws of the State of California. However, in the said clause, the jurisdiction of this Court has not been ousted.” and resultantly, allowed the application. 3. The Learned Counsel for the Appellant/2nd Defendant contends that the order of the Learned Single Judge, dated 03.11.2010, in allowing the 'Leave to Sue' Application No.289 of 2009 is contrary to law and an erroneous one. 4. However, in the said clause, the jurisdiction of this Court has not been ousted.” and resultantly, allowed the application. 3. The Learned Counsel for the Appellant/2nd Defendant contends that the order of the Learned Single Judge, dated 03.11.2010, in allowing the 'Leave to Sue' Application No.289 of 2009 is contrary to law and an erroneous one. 4. The Learned Counsel for the Appellant urges before this Court that the Learned Single Judge while allowing Application No.289 of 2009 has failed to appreciate that the subject matter of the suit filed by the 1st Respondent / Plaintiff seeking for a permanent injunction restraining the Appellant and the 2nd Respondent from claiming through or under it from in any manner manufacturing (R)-4-cyano-3-hydeoxy-butonic acid ethyl ester known as 'Hydroxynitrile' or transferring the technical know-how with regard to the manufacture of this compound, relates to the agreement dated 05.03.2005 in which the Appellant is not a party and in fact, only the 1st and 2nd Respondents are parties. 5. It is the plea of the Appellant that the Learned Single Judge should have held that no cause of action has been shown to have arisen vis a vis the 1st Respondent/Plaintiff to maintain the suit against the Appellant when there is no privity of contract between the Appellant and the 1st Respondent/Plaintiff. 6. Expatiating her submission, the Learned Counsel for the Appellant/2nd Defendant submits that the Learned Single Judge failed to appreciate that the Appellant/2nd Defendant's place of business and its registered office is located at Mumbai and as such, the leave to sue application viz., Application No.289 of 2009 is not maintainable insofar as the Appellant is concerned. 7. According to the Appellant, in terms of ingredients of Section 20 of C.P.C, suits can be instituted where the Defendant resides or where the cause of action arises and in the instant case, the fact remains that neither the Appellant resides/functions at Chennai nor it is a party to the disputed agreement dated 05.03.2005 and therefore, the Learned Single Judge ought to have held that leave prayed for could not be granted to the 1st Respondent/Plaintiff to sue the Appellant/2nd Respondent before this Court. 8. 8. That apart, the Learned Counsel for the Appellant brings it to the notice of this Court that four agreements dated 21.08.2008 were entered into between the Appellant and the 2nd Respondent/1st Defendant in regard to the manufacturing and supply of the Hydroxynitrile compound, along with many other compounds only after the 2nd Respondent/1st Defendant had terminated the Agreement dated 05.03.2005 entered into by the 1st Respondent/Plaintiff and the 2nd Respondent/1st Defendant. 9. In effect, the stand of the Appellant/2nd Defendant is that in view of the fact that the cause of action against the Appellant being an agreement dated 21.08.2008 which was entered into in Mumbai no part of the cause against the Appellant /2nd Defendant has arisen within the jurisdiction of this Court. 10. It is the contention of the Learned Counsel for the Appellant that the Learned Single Judge failed to appreciate that Clause 24 of the agreement dated 05.03.2005 entered into between the 1st Respondent/Plaintiff and the 2nd Respondent/1st Defendant deals with the Law governing the agreement and Clause 24 of the agreement clearly specifies that the agreement is governed solely by the internal laws of the State of California. 11. While rounding up the Learned Counsel for the Appellant submits that the Learned Single Judge failed to appreciate that by applying the principles of forum non convenience, the Hon'ble High Court does not have jurisdiction over the subject matter of the suit. 12. Per contra, the Learned Counsel for the Respondent submits that the 1st Respondent/Plaintiff entered into an agreement with the 1st Respondent/1st Defendant for technology transfer in regard to the manufacture of 'Hydroxynitrile' at Cuddalore and Pondicherry. Further, in terms of the agreement, the 1st Respondent/1st Defendant was required to demonstrate the process of manufacturing 'Hydroxynitrile' at the 1st Respondent/Applicant/Plaintiff facilities at laboratory scale at a kilogram level and deliver all the initial specifications. Moreover, the 1st Respondent/Applicant/Plaintiff paid 250,000 US $ towards refundable deposit and performed its initial obligation under the agreement. 13. The Learned Counsel for the 1st Respondent/Plaintiff contends that the 2nd Respondent/1st Defendant issued a notice stating that agreement dated 09.05.2005 was terminated and after the termination of said agreement, the 2nd Respondent/1st Defendant also entered into an agreement with the Appellant/2nd Defendant. As such, the 1st Respondent /Plaintiff filed the suit for permanent injunction. 14. 13. The Learned Counsel for the 1st Respondent/Plaintiff contends that the 2nd Respondent/1st Defendant issued a notice stating that agreement dated 09.05.2005 was terminated and after the termination of said agreement, the 2nd Respondent/1st Defendant also entered into an agreement with the Appellant/2nd Defendant. As such, the 1st Respondent /Plaintiff filed the suit for permanent injunction. 14. The Learned Counsel for the 1st Respondent /Plaintiff seeks in aid of the decision of the Hon'ble Supreme Court Laxman Prasad V. Prodigy Electronics Ltd. And another, (2008) 1 Supreme Court Cases 618 and at special page 620, whereby and whereunder it is observed as follows : “There is considerable force in the submission of the respondent Company that what was agreed upon was not territorial jurisdiction of a court but applicability of laws. “Cause of action” and “applicability of law” are two distinct, different and independent things and one cannot be confused with the other. The expression “cause of action” has not been defined in CPC. It is, however, settled law that every suit presupposes the existence of a cause of action. If there is no cause of action, the plaint has to be rejected (Rule 11 (a) of Order 7). Stated simply, “cause of action” means a right to sue. It consists of material facts which are imperative for the plaintiff to allege and prove to succeed in the suit. Cooke V.Gill, 1873 LR 8 CP 107 : 42 LJCP 98, relied on A.B.C. Laminart (P) Ltd. V. A.P. Agencies, (1989) 2 SCC 163 , followed Section 20(c) CPC leaves no room for doubt that a suit would lie in a court within the local limits of whose jurisdiction the cause of action has arisen, wholly or partly. Section 20 has been designed to secure that justice might be brought as near as possible to every man's hearthstone and that the defendant should not be put to the trouble and expense of travelling long distances in order to defend himself. It is true that the suit could have been instituted in Hong Kong as well. That, however, does not take away the jurisdiction of the Delhi court where a part of cause of action had arisen. In the plaint, it was specifically alleged by the plaintiff Company that the defendant had committed breach of terms and conditions of agreement during the trade fair in Pragati Maidan, Delhi. That, however, does not take away the jurisdiction of the Delhi court where a part of cause of action had arisen. In the plaint, it was specifically alleged by the plaintiff Company that the defendant had committed breach of terms and conditions of agreement during the trade fair in Pragati Maidan, Delhi. It was, therefore, open to the plaintiff Company to institute a suit in a competent court within the jurisdiction of Delhi.” 15. At the outset, this Court points out that the Appellant/2nd Defendant is in Bombay. Likewise, the 2nd Respondent/1st Defendant is in U.S.A. In the present case, the deposit of Rs.250.000 U.S $ was paid at Chennai and the agreement was signed by the 1st Respondent/Plaintiff at Chennai. Indeed, the amount was paid by the 1st Respondent/Plaintiff only at Chennai through foreign exchange. The 2nd Respondent/1st Defendant received the amount from the 1st Respondent/Plaintiff at Chennai. 16. It is to be noted that in Civil Law, a suit is always cemented on a cause of action. It cannot be gainsaid that there can be no suit without a cause of action and such cause of action having accrued to a plaintiff, the jurisdiction of the Court in a matter of contract will ordinarily depend on the situs of the contract and the cause of action arising through connecting factors. Suffice it for this Court to pertinently point out that a cause of action is a bundle of facts which taken with the law applicable, gives the plaintiff a right to claim necessary relief against the defendant. In fact, cause of action does not comprise evidence necessary to establish such facts, but every fact i.e. essential for the plaintiff to establish in order to enable him to obtain a decree. 17. In regard to 'Leave of Court', it is to be noted that the same is required when some of the defendants are within and others outside jurisdiction. Even in a case when the defendants reside outside the jurisdiction of the Court, leave to sue must be obtained. Also that, the ingredients of Section 20 of the CPC recognises the territorial jurisdiction of Courts, inter alia, wherever the cause of action wholly or in part arises as per decision KLG Systel Ltd., V. Fujitsu, ICIM Ltd., AIR 2001 Del 357 . 18. Also that, the ingredients of Section 20 of the CPC recognises the territorial jurisdiction of Courts, inter alia, wherever the cause of action wholly or in part arises as per decision KLG Systel Ltd., V. Fujitsu, ICIM Ltd., AIR 2001 Del 357 . 18. It is to be remembered that the cause of action in suit/application has no reference to the defence taken in the suit nor is it related to the evidence by which the cause of action is proved, in the considered opinion of this Court. To put it succinctly the term 'cause of action' means the circumstances forming infraction of the right or immediate occasion for action. However, it is to be determined in every case as to where the cause of action arises. Also that, whether 'cause of action' has arisen at a given place is a question of fact which can be decided after recording of evidence of parties. 19. It is to be borne in mind that an application for 'Leave to institute a suit' before the court is to be filed in terms of Clause 12 of the Letters Patent and Order III Rule 1 of Rules of the High Court, Madras, Original Side, 1956. Granting of 'Leave to sue' is a condition precedent to the Court having jurisdiction to entertain the suit. Further, Clause 12 of the Letters patent deals with 'Original jurisdiction as to suits'. Moreover, the High Court's Original Side Jurisdiction, subject to the conditions in Clause 12, is unlimited in the considered opinion of this Court. Also, in the decision of the Hon'ble Supreme Court World Tanker Carrier Corporation V. SNP Shipping Services Pvt. Ltd. and others, (1998) 5 Supreme Court Cases 310, it is, inter alia, held that 'Section 20 of the Civil Procedure Code will not govern the admiralty jurisdiction of a chartered High Court regulated by its Letters Patent.' 20. On the side of the Appellant / 2nd Defendant reliance is placed in regard to the agreement dated 05.03.2005 entered into between the 1st Respondent/Plaintiff and the 2nd Respondent/1st Defendant in and by which it was mentioned that the law governing the suit agreement would exclusively be the internal laws of the State of California. On the side of the Appellant / 2nd Defendant reliance is placed in regard to the agreement dated 05.03.2005 entered into between the 1st Respondent/Plaintiff and the 2nd Respondent/1st Defendant in and by which it was mentioned that the law governing the suit agreement would exclusively be the internal laws of the State of California. In this regard, Clause 24 of the aforesaid agreement dated 05.03.2005 runs as under; “This agreement is to be construed in accordance with and governed by the internal laws of the State of California (as permitted by Sec.1646.5 of the California Civil Code, or any similar successor provision) without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties.” 21. On a careful consideration of respective contentions and on an overall assessment of the facts and circumstances of the present case, in a cumulative fashion, this Court opines that in the plaint, the 1st Respondent/Plaintiff has, inter alia, averred that in November, 2008, it learnt that the 2nd Respondent/1st Defendant has reached an agreement with the Appellant/2nd Defendant for transfer of technology for the manufacture of (R)-4-cyano-3-hydroxy-butanoic acid ethyl ester known as 'Hydroxynitrile' in complete derogation of the technology tranfer agreement entered into between it and the 2nd Respondent /1st Defendant. Further, just because Clause 24 of the agreement dated 05.03.2005 entered into between the 1st Respondent /Plaintiff and the 2nd Respondent /1st Defendant which deals with Law governing the agreement viz., the internal laws of the State of California (as permitted by Sec.1646.5 of the California Civil Code, or any similar successor provision) etc., that does not take away the jurisdiction of this Court where a part of the cause of action had arisen in the considered opinion of this Court. At this stage, this Court worth recalls and recollects the decision Mahomedbhai Husenbhai and others V. Admji Halimbhai and others, AIR 1922 Bombay 152, wherein it is held that 'where no part of cause of action arises some of the defendants reside outside leave to sue, unless they acquiesce should be obtained'. At this stage, this Court worth recalls and recollects the decision Mahomedbhai Husenbhai and others V. Admji Halimbhai and others, AIR 1922 Bombay 152, wherein it is held that 'where no part of cause of action arises some of the defendants reside outside leave to sue, unless they acquiesce should be obtained'. Looking at from any point of view, the order of the Learned Single Judge, dated 03.11.2010 in allowing the 'Leave to Sue' Application No.289 of 2009, does not suffer from any material irregularity or patent illegality in the eye of law. Consequently, the O.S.A fails. 22. In the result, O.S.A is dismissed, leaving the parties to bear their own costs. Consequently, connected miscellaneous petition is closed. It is made clear that the dismissal of the present O.S.A.No.420 of 2010 will not preclude the Appellant/2nd Defendant to raise all factual and legal pleas in the main suit (including the issue of Court's jurisdiction) and a jurisdictional issue may also be raised by the Appellant/2nd Defendant along with other issues to be framed by the trial Court for determination in a complete and comprehensive manner.