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2018 DIGILAW 2025 (BOM)

HDFC Bank Ltd. Branch Manager v. Archana w/o Sachin Dongre

2018-08-16

A.S.CHANDURKAR

body2018
JUDGMENT : Admit. Heard finally with consent of learned counsel for the parties. The applicants are the original defendants in the suit for declaration and restoration of services that has been filed by the non-applicant herein. It is the case of the original plaintiff that she was appointed on the post of Relationship Manager with the applicants. The applicant No.1 is a Company registered under provisions of the Companies Act, 1956 and according to the plaintiff it has various branches in the country. After being issued the order of appointment on 06/12/2013 the plaintiff started discharging her duties diligently. However, subsequently the applicants found that the services rendered by her were not up to their expectations and hence a letter seeking to terminate the services of the plaintiff came to be issued. The plaintiff therefore filed a suit seeking declaration that the letter dated 28/02/2017 seeking to terminate her services was illegal and bad in law. A further prayer was made to reinstate her in service. 2. On being served the defendants filed an application under Section 9 of the Code of Civil Procedure, 1908 (for short, the Code) read with provisions of Order-VII Rule 10 thereof. In that application it was stated that as per the terms mentioned in the letter of appointment dated 06/12/2013, the Court at Mumbai had exclusive jurisdiction to try and decide any dispute between the parties. Despite accepting the letter of appointment alongwith its terms and conditions, the plaintiff had filed the suit at Nagpur. As the Court at Nagpur had no jurisdiction it was prayed that the plaint be returned for its presentation to the Court having appropriate jurisdiction. This application was opposed by the plaintiff by filing reply. It was stated that the defendant No.1 had its subordinate office at Nagpur and therefore the suit was rightly filed in the Court at Nagpur that had jurisdiction. 3. The trial Court after hearing the counsel for the parties rejected the application that was filed below Exhibit-9. It was held that as the defendants had a subordinate office at Nagpur, it could not be said that the Court at Mumbai had jurisdiction. Being aggrieved by the rejection of the said application the defendants have challenged the same in this Civil Revision Application. 4. It was held that as the defendants had a subordinate office at Nagpur, it could not be said that the Court at Mumbai had jurisdiction. Being aggrieved by the rejection of the said application the defendants have challenged the same in this Civil Revision Application. 4. Shri P.G. Mewar, learned counsel for the applicants submitted that in the light of the clear stipulation in the appointment order that was issued to the plaintiff dated 06/12/2013, it was agreed that in case of any dispute with the Bank, the Court at Mumbai would have exclusive jurisdiction. After accepting the terms and conditions in the letter of appointment, the plaintiff joined her services. Those terms and conditions were binding on her and therefore the suit ought to have been filed in the Court at Mumbai. The jurisdiction of the Court at Nagpur had been expressly excluded. Such agreement to exclude the jurisdiction of one of the Courts having jurisdiction was permissible and in that regard the learned counsel placed reliance on the decision in Swastik Gases Private Limited vs. Indian Oil Corporation Limited (2013) 9 SCC 32 . It was submitted that such an agreement between the parties ought to be honoured and the trial Court committed an error in refusing to return the plaint. It was thus submitted that the impugned order was liable to be set aside. 5. Shri Amit Khare, learned counsel for the non-applicant on the other hand supported the impugned order. According to him though the registered office of the defendant No.1 was at Mumbai, it had subordinate offices in various parts of the country and one such office was situated at Nagpur. The plaintiff having been appointed in the office at Nagpur as could be seen from the letter of appointment, it was the Court at Nagpur which had jurisdiction considering the cause of action as pleaded. Referring to the provisions of Section 20 of the Code and especially the explanation thereto, it was submitted that as the cause of action had arisen within the jurisdiction of the subordinate office, it would not be permissible for the defendants to contend that the jurisdiction was vested only in the Court where the principal office was located. Referring to the provisions of Section 20 of the Code and especially the explanation thereto, it was submitted that as the cause of action had arisen within the jurisdiction of the subordinate office, it would not be permissible for the defendants to contend that the jurisdiction was vested only in the Court where the principal office was located. In support of his submissions the learned counsel placed reliance on the decisions in Patel Roadways Limited, Bombay vs. Prasad Trading Company (1991) 4 SCC 270 , Laxman Prasad vs. Prodigy Electronics Ltd. And anr. (2008) 1 SCC 618 and Indian Performing Rights Society Ltd. vs. Sanjay Dalia and anr. (2015) 10 SCC 161 . It was thus submitted that the trial Court did not commit any jurisdictional error when it refused to return the plaint. 6. I have heard the learned counsel for the parties at length and after giving due consideration to their respective submissions I find that the impugned order does not deserve to be interfered with. It is not in dispute that the plaintiff was appointed in terms of the letter of appointment dated 06/12/2013. As per that letter she was posted at Nagpur. One of the conditions mentioned in the said letter was that in case of any dispute between the parties, the Court at Mumbai would have exclusive jurisdiction. As per the plaint averments the plaintiff was posted at Nagpur wherein the Bank has its branch office. It is further not in dispute that the letter of appointment was issued to the plaintiff by the Bank from its office at Mumbai. Similarly, the letter of termination seeking to terminate the services of the plaintiff was also issued from Mumbai. The question therefore that requires consideration is whether in the light of the letter of appointment, the Court at Mumbai would have exclusive jurisdiction or whether the Court at Nagpur where the branch office of the Bank is located would have jurisdiction ? 7. As per the provisions of Section 20(c) of the Code a suit can be instituted in a Court within the local limits wherein the cause of action wholly or in part arises. 7. As per the provisions of Section 20(c) of the Code a suit can be instituted in a Court within the local limits wherein the cause of action wholly or in part arises. As per the Explanation to the provisions of Section 20 of the Code, a Corporation is 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 also has a subordinate office at such place. The aforesaid provisions were considered by the Honourable Supreme Court in Patel Roadways Limited (supra). It was held that where a Corporation has a subordinate office at the place where the cause of action arises, it would not be open for the Corporation to contend that it cannot be sued at that place. The observations in paragraph 13 being relevant are reproduced herein as under :- “13. … The clear intendment of the Explanation, however, is that, where the corporation has a subordinate office in the place where the cause of action arises, it cannot be heard to say that it cannot be sued there because it does not carry on business at that place. It would be a great hardship if, in spite of the corporation having a subordinate office at the place where the cause of action arises (with which in all probability the plaintiff has had dealings), such plaintiff is to be compelled to travel to the place where the corporation has its principal place. That place should be convenient to the plaintiff; and since the corporation has an office at such place, it will also be under no disadvantage. Thus the Explanation provides an alternative locus for the corporation's place of business, not an additional one.” This decision has been considered in Indian Performing Rights Society Limited (supra) and it has been observed that a “corporation” as mentioned in the explanation to Section 20 of the Code would not mean only a statutory Corporation but also Companies registered under the Companies Act, 1956. Following the decision in Patel Roadways Limited (supra) it was held that the place where the subordinate office is situated would have cause of action to entertain the proceedings. 8. Following the decision in Patel Roadways Limited (supra) it was held that the place where the subordinate office is situated would have cause of action to entertain the proceedings. 8. From the aforesaid it becomes clear that if a corporation has only its sole or principal office at a particular place, it would be deemed to carry on business at that place. However, if it also has a subordinate office and any cause of action has arisen at that place where the corporation has its subordinate office, that place alone would have jurisdiction. Viewed in the aforesaid context it becomes clear that despite the stipulation in the letter of appointment that with regard to any dispute arising only the Court at Mumbai would have exclusive jurisdiction would not come to the rescue of the defendants. The Courts at Mumbai would not have jurisdiction in the light of the cause of action as pleaded. It is held that as the Corporation has its subordinate office at Nagpur and the plaintiff was serving at Nagpur when her services came to be terminated, the suit was rightly filed at Nagpur. 9. It is well settled that where more than one Courts have jurisdiction, the parties can agree to submit to the jurisdiction on one of such Courts by excluding the other Courts having jurisdiction. However, parties by consent cannot confer jurisdiction on a Court which does not have any jurisdiction. In the present case as the corporation has its subordinate office at Nagpur, in the light of the Explanation to Section 20 of the Code as the cause of action has arisen at Nagpur, the Court at Mumbai would not have jurisdiction only on the count that the principal office of the corporation is situated there. The ratio of the decision in Swastik Gases Private Limited (supra) on which reliance was placed by the learned counsel for the applicants therefore does not support his contentions. 10. In view of aforesaid it is found that the trial Court did not commit any jurisdictional error while passing the impugned order to warrant interference under Section 115 of the Code. The Civil Revision Application therefore stands dismissed. No costs. 10. In view of aforesaid it is found that the trial Court did not commit any jurisdictional error while passing the impugned order to warrant interference under Section 115 of the Code. The Civil Revision Application therefore stands dismissed. No costs. Considering the fact that this Court had stayed further proceedings in Spl.C.S.No.349/2017 by the order dated 04/07/2018, it would be open for the defendants to take such steps as are permissible in law to file its written statement on record. Order accordingly.