JUDGMENT :- (Prayer: Civil Suit has been filed under Order 7, Rule 1 of C.P.C. read with Order 4, Rule 1 of O.S. Rules, praying to pass Judgment and Decree against the Defendants- (a) Directing the 1st Defendant to pay to the Plaintiff a sum of Rs.1,00,00,000 with subsequent Interest at the rate of 18% per annum from the date of Plaint till the date of realization. (b) Permanent Injunction restraining the Defendants from releasing the Tamil feature colour film Vaalu till the 1st Defendant pays and discharges the said sum of Rs.1,00,00,000 with Interest at the rate of 18% per annum from the date of Plaint till the date of realization. (c) Directing the Defendants to pay to the Plaintiff the Costs of the Suit). 1. When the matter was taken up for hearing on 10.11.2021, the learned Counsel appearing on behalf of the Plaintiff raised a fundamental issue with regard to continuation of the Suit before the Commercial Division on the ground that the dispute in question may not satisfy the requirement of Section 2(1)(c)(i) of 'the Commercial Courts Act, 2015' [hereinafter 'said Act' for the sake of convenience and clarity]. In view of the same, this Court passed the following Order on 10.11.2021: 'This Court was passing common Orders in both the Suits and in fact Case Management Order was passed for both the Suits and the matter is now at the stage of cross-examination of PW1 in C.S. No.567 of 2015. Since the time lines fixed by this Court has expired, the matter is posted before this Court for rescheduling the time. 2. The learned Counsel appearing on behalf of the Plaintiff in C.S. No.568 of 2015 submitted that the nature of transaction that is involved in this case may not fall within the ambit of a Commercial dispute as defined under the Act. The learned Counsel, therefore, submitted that this issue has to be taken into consideration, since it touches upon the very jurisdiction of the Commercial division to try this case. 3. In the considered view of this Court, this ground has been taken up for the first time and some Orders have already been passed in this Suit namely C.S. No.568 of 2015 as if it comes within a Commercial Dispute. 3. In the considered view of this Court, this ground has been taken up for the first time and some Orders have already been passed in this Suit namely C.S. No.568 of 2015 as if it comes within a Commercial Dispute. However, that cannot be a ground for this Court to proceed further by putting the Doctrine of Estoppel against the Plaintiff, since there is no estoppel against a Statute. This issue has to be immediately fixed before proceeding further. 4. The learned Counsel appearing on either side shall make their submissions in this regard. Based on the decision taken by this Court, further Orders will be passed rescheduling the Case Management. 5. Post this case under the caption "FOR DETERMINATION OF JURISDICTION" on 17.11.2021." 2. When the matter was taken up for hearing on 17.11.2021, this Court passed the following order: "The learned Counsel appearing on either side relied upon two Judgments, one of this Court and another of Delhi High Court. In both these Judgments, the scope of Section 2(1)(c)(i) of the Commercial Courts Act, 2015 alone is explained and this Court had no occasion to go into the real meaning of the term 'Mercantile Documents'. The learned Counsel appearing on either side shall assist this Court and explain as to what documents will constitute mercantile documents. This will enable this Court to pass further Orders while determining the jurisdiction. 2. Post this case under the same caption on 24.11.2021" 3. When the matter was taken up for hearing today, the learned Counsel appearing on behalf of the Defendant submitted that this Court had already passed an Order on 13.12.2018, wherein this Court had found that the present Suit falls within the jurisdiction of Commercial Division and thereby the jurisdiction was determined. The learned Counsel therefore, submitted that the same exercise need not be undertaken once again and the present Suit and the connected Suit can proceed further with the trial. This Court had the advantage of hearing both sides. It is true that this Court had already determined the jurisdiction by virtue of the Order passed on 13.12.2018. However, in many cases, there is some difficulty in understanding the scope of Section 2(1)(c)(i) of the said Act. Therefore, in order to give more clarity to this provision, this Court wants to deal with the issue in detail. 4. It is true that this Court had already determined the jurisdiction by virtue of the Order passed on 13.12.2018. However, in many cases, there is some difficulty in understanding the scope of Section 2(1)(c)(i) of the said Act. Therefore, in order to give more clarity to this provision, this Court wants to deal with the issue in detail. 4. There is no requirement for this Court to proceed further with the discussion from scratch since a Judgment of Calcutta High Court in Ladymoon Towers Private Limited v. Mahendra Investment Advisors Private Limited in I.A. No.GA/4/2021 in C.S. No.99/2020 dated 13.8.2021, was brought to the notice of this Court and Calcutta High Court had gone in detail regarding to the scope of Section 2(1)(c)(i) of the said Act. For proper appreciation, the relevant portions of the Judgment are extracted hereunder: "In order to ascertain whether the present dispute qualifies as a "Commercial dispute" within the purview of the Act, it is necessary to break down the classes of persons and transactions contemplated in the above clause. Since Clauses (ii) to (xxii) do not apply in this case, the construction of 2(1)(c)(i) falls for consideration in the present case. "..........Ordinary transactions of merchants, bankers, financiers and traders............." The statements in the Plaint make it evident that the Directors of the Plaintiff and the Defendant were known to each other which served as a reason for the Plaintiff to part with Rs. 50 lakhs by way of a short-term Loan. The Memorandum of Association of the Plaintiff which is annexed to the Plaint states that the Plaintiff carries on business of acquisition by purchase, lease, etc. for development of land and buildings. The Objects of the Plaintiff-Company provide that the Plaintiff carries on Real Estate and Construction business. It is hence evident that the Plaintiff's regular business is not of lending money and the Plaint also does not contain any statement to that effect. The loan given by the Plaintiff to the Defendant was based on a familiarity between the Directors of the parties and can hence be assumed that the loan was in the nature of what is occasionally referred to as a "hand-loan" and was not given in the regular course of business or as a Commercial Loan. The loan given by the Plaintiff to the Defendant was based on a familiarity between the Directors of the parties and can hence be assumed that the loan was in the nature of what is occasionally referred to as a "hand-loan" and was not given in the regular course of business or as a Commercial Loan. This assumes importance in the difference recognised under Section 34 of the Code of Civil Procedure, 1908 between the rate of interest to be adjudged on a decree for payment of money and a liability arising out of a Commercial transaction. The aforesaid would find support from Manesh Rajkumar Kanhed v. Ramesh Bhagwansa Walale, AIR 2007 Bom 86 , wherein it was held that taking of a "hand-loan" for starting a business of agency cannot come within the fourcorners of the definition of a Commercial transaction. Dena Bank v. Prakash Birbhan Katariya, AIR 1994 Bom. 343 also rejected the idea of a Loan advanced for the construction of a Hospital being termed as a Commercial transaction. "Merchants" P. Ramanatha Aiyar's The Law Lexicon, 2nd Edition, Reprint 2010 defines a "Merchant" as one who buys and trades in anything and as merchandise includes all goods and wares exposed to sale in fairs or markets. The definition of Merchant extends to all sorts of traders, buyers and sellers. “Bankers” In Halsbury's Laws of England, Fourth Edition, Volume 3, a Banker has been defined as one who is involved in the business of receipt of money on current or deposit account and the payment of Cheques drawn by and the collection of Cheques paid in by a customer. Section 5(b) of The Banking Regulation Act, 1949 defines the work of a Banker on the same lines. “Traders” The commonly accepted definition of a “Trader” is one who trades in goods, buys goods and sells them at a profit. Black's Law Dictionary, Eighth Edition, also defines a trader as one who sells goods substantially in the form in which they are bought or as a member of a stock exchange, buys and sells securities on the exchange floor or one who buys and sells commodities and commodity futures for others or for his/her own account in anticipation of a speculative profit. “Financiers” The Oxford Universal Dictionary Illustrated defines a “Financier” as an administrator, collector or farmer of taxes or one, who is skilled in levying and managing public money or as a capitalist concerned in financial operations. The definition proceeds to clarify that the objects of a financier are to secure an ample revenue. The above definitions would make it clear that the dispute between the Plaintiff and the Defendant, which arises out of a loan given by the Plaintiff to the Defendant on the basis of a personal relation of familiarity, cannot be brought under the individual definitions of a transaction between either merchants, bankers, financiers and traders, used disjunctively. “Commercial Action” Punjab University v. Unit Trust of India, 2015 (2) SCC 669 , set out the definition of the term 'commercial' as defined in Stroud's Judicial Dictionary. Under this definition, Commercial action was meant to include any cause arising out of the ordinary transactions of merchants and traders and without prejudice to the generality of the foregoing words, any cause relating to the construction of a Mercantile document, the export or import of merchandise, affreightment, insurance, banking, mercantile agency and mercantile usage. The decision also explained that the words “Commercial purpose” would cover an undertaking the object of which is to make a profit out of the undertaking. “Mercantile documents” The Delhi High Court in Kailash Devi Khanna v. DD Global Capital Ltd., 2019 SCC Online Del 9954, held that all Suits for recovery of monies cannot brought under Section 2(1)(c)(i) of the Act where the Suit is not based on any transaction relating to mercantile documents. The Bombay High Court in Bharat Huddanna Shetty v. Ahuja Properties & Developers (Interim Application (L) No.14350 of 2021) rejected the contention that the Suit should be treated as a Commercial Summary Suit on the mandate that the transaction had occurred between Merchants, Bankers, Financiers and Traders and further clarified that transactions between individuals where the Plaintiff gives a friendly loan to a needy friend will not be seen as a transaction in the course of ordinary business. The Madras High Court, in R. Kumar v. T.A.S. Jawahar Ayya, C.S. No.431 of 2019, was of the view that since the Plaintiffs did not transact in the capacity of Financiers, the dispute was not a "Commercial dispute" and that an ordinary transaction of the four classes of persons mentioned in 2(1)(c)(i) arising out of Mercantile documents alone would fall within the definition of a Commercial dispute. The Calcutta High Court in Associated Power Co. Ltd. v. Ram Taran Roy, AIR 1970 Cal 75 , focused its gaze on a "Mercantile document" within the meaning of the First Schedule of the City Civil Court Act, 1953 as a document between Merchants and Traders where the construction, interpretation and meanings of words and clauses of the Mercantile documents would assume significance. It should also be pointed out that the words used in sub-clause (i) of Clause (c) are "ordinary transactions of merchants, bankers, financiers and traders such as those relating to mercantile documents.........". The placement of the underlined words between ordinary transactions of the named persons and the mercantile documents indicates that all transactions between the specified classes of persons will not result in a "commercial dispute" where the transaction does not relate to mercantile documents. Hence, only a dispute arising out of a transaction between the named classes of persons which has been formalised by way of a mercantile document will be a "commercial dispute" under Section 2(1)(c)(i) of the 2015 Act. The second part of sub-clause (i) of clause (c) "............including enforcement and interpretation of such documents;" has often missed out any assessment of whether a dispute is a "Commercial Dispute" under this sub-clause. Associated Power considered this aspect of the matter, namely, whether the dispute involving the construction, interpretation and meaning of words and clauses of the mercantile documents, could be a "Commercial Dispute" on this basis. The Case-law on the subject would indicate that a Mercantile document is a document used in a transaction or in relation to a transaction between Merchants, Bankers, Financiers and Traders. In the present case, the statements in the Plaint make it clear that the Plaintiff lent money to the Defendant by way of an oral understanding without formalising or reducing such understanding in writing. The Plaint does not plead the existence of any Agreement, much less a Written Agreement involving a mercantile document. In the present case, the statements in the Plaint make it clear that the Plaintiff lent money to the Defendant by way of an oral understanding without formalising or reducing such understanding in writing. The Plaint does not plead the existence of any Agreement, much less a Written Agreement involving a mercantile document. South City Projects (Kolkata) Ltd. v. Ideal Real Estates Pvt. Ltd., C.S.255 of 2019, a decision of a learned Single Judge of this Court shown on behalf of the Plaintiff can be referred to in respect of what would constitute a "Commercial dispute" under the provisions of the 2015 Act can be distinguished from the present case, since the Defendant in South City Projects did not dispute that the claim in the Suit was a "Commercial facts of that case. The Objects clause in the Memorandum of Association of the Plaintiff in that case also permitted the Plaintiff to lend an advance money which the court took into account and held that the transaction was, therefore, within the scope of the business of the Plaintiff. Clause 14 of the Objects clause of the Plaintiff-Company in the present case allows the Plaintiff to invest money out of the surplus funds of the Plaintiff-Company in a manner as the Plaintiff may deem fit. This clause cannot be construed to mean that the Plaintiff is in the business of giving loans or lending money for the simple reason that a loan cannot be equated to an investment. It can even be said that a Loan and an investment are antithetical and are mutually destructive in concept in the light of the expected end-result. Although a point has been taken with regard to the decisions shown on behalf of the Defendant as only being between individuals, it may be noted that Section 2(1)(c)(i) speaks in a language which is group-neutral, that is no distinction is made between transactions between individuals and companies or those, between individuals and juristic entities. The above discussion as to what would constitute a "Commercial dispute" under the options contemplated in Section 2(1)(c) of the Act is important since Courts generally tend to accept the listing of matters before the Commercial Division or the Commercial Appellate Division of a High Court, as correct. The categorizations of matters before these Benches are usually dispute". The above discussion as to what would constitute a "Commercial dispute" under the options contemplated in Section 2(1)(c) of the Act is important since Courts generally tend to accept the listing of matters before the Commercial Division or the Commercial Appellate Division of a High Court, as correct. The categorizations of matters before these Benches are usually dispute". The Plaintiff had even obtained registration under the Bengal Money-Lenders Act, 1940 in the done by the concerned Department or by the occasional assessment by the concerned Court where a party takes objection to such classification. The two indices which form the basis of the decision as to the classification of a matter are (a) whether the dispute is a "Commercial dispute"; and if held to be in the affirmative (b) whether the Specified Value of the subject-matter of the Commercial dispute. Since the 2015 Act prescribes a different procedural regime for adjudication of Commercial matters in line with the Statement of Objects and Reasons of the Act, it is only desirable that a Court undertakes an enquiry in fit cases as to whether the matter should be listed before the Commercial Division before going into the merits of the case. The definition section of the 2015 Act only contemplates a "Commercial dispute" and not any other form of dispute where the basis of disagreement between the parties has a non-commercial cause. The gradation of disputes in Section 2(1)(c) taking into account all possible forms of Agreements from which a "Commercial dispute" may arise, makes it clear that the framers of the statute gave emphasis on the commercial flavour of the transaction as opposed to Agreements entered into between parties without a Commercial purpose. The qualification of the person being a Merchant, Banker, Trader or Financier imparts an unimpeachable commercial flavour to the transaction and the resulting dispute. The Insolvency and Bankruptcy Code, 2016, for example, debt-Section 5(6)(a). The Commercial purpose would generally mean a transaction by which a person's commercial or economic interests may be advanced and would result in an economic benefit to that person. It would not include an Agreement where profit-making is an incidental outcome of the transaction or may happen by accident. The Insolvency and Bankruptcy Code, 2016, for example, debt-Section 5(6)(a). The Commercial purpose would generally mean a transaction by which a person's commercial or economic interests may be advanced and would result in an economic benefit to that person. It would not include an Agreement where profit-making is an incidental outcome of the transaction or may happen by accident. Although, a "hand loan", for example, is given by a person or entity to another with the expected outcome of the principal sum being returned with interest, the essential commercial flavour in such a loan may be lost by reason of the informal terms under which the money is lent and advanced and the consequent uncertainty which may result therefrom. The requirement of fixing the transaction within the ambit of Section 2(1)(c)(i), namely, between the named classes of persons can be construed being in aid of what the Act intends to cut down, namely, unnecessary wastage of time on ascertaining whether a dispute is a commercial dispute. The exhaustive categories of Agreements in 2(1)(c)(i) — (xxii) leaves no doubt that the 2015 Act seeks to bring within its fold an inclusive range of disputes where the underlying purpose of the transaction is a commercial interest of the parties." 5. The learned Single Judge of the Calcutta High Court had taken pains to go into each and every term that has been used in this provision and has explained the same with a lot of clarity. In the course of discussion, the Calcutta High Court had also gone into the meaning of defines a dispute from a broader perspective as any Suit or Arbitration proceedings relating to an existing the term 'Mercantile Documents'. On considering the scope of Mercantile documents, the learned Single Judge had held that a Mercantile document is a document used in a transaction or in relation to a transaction between the Merchants, Bankers, Financiers and Traders. While understanding the scope of the term 'Mercantile Documents', the Calcutta High Court has specifically taken note of the expression 'including enforcement and interpretation of such documents'. Emphasis has been placed on this expression since the interpretation of such documents will ultimately determine whether it will fall within the category of a Mercantile document. While understanding the scope of the term 'Mercantile Documents', the Calcutta High Court has specifically taken note of the expression 'including enforcement and interpretation of such documents'. Emphasis has been placed on this expression since the interpretation of such documents will ultimately determine whether it will fall within the category of a Mercantile document. In other words, the document that is sought to be enforced by a Merchant, Banker, Financier and Trader must cover the transaction through which the commercial or economic interest of the person should be advanced and it will result in economic benefit to that person. The profit making for the concerned person should not be incidental and the very transaction itself must result in economic benefit to that person. The above Judgment covers the entire gamut of the scope of Section 2(1)(c)(i) of the said Act and this Court is in complete agreement with the said Judgment. 6. The learned Counsel appearing for the Defendant also brought to the notice of this Court yet another Judgment of Calcutta High Court in Associated Power Co. Ltd. v. Ram Taran Roy, 1969 SCC Online Cal 5. The relevant portion of the Judgment that was relied upon by the learned Counsel is extracted hereunder: 28. I am conscious of the language of the Agreement for Electric supply in this case and a coPy of which has been annexed to the Plaint. These are the standard Forms. This Agreement for supply of Electrical energy does not use the traditional words of buyer and seller. The words used are "consumer" and not 'sale' but 'supply' and the payment is described as payment of Energy Bills under Clause 13 of the Agreement. But as I have said that for the purposes of construing the jurisdiction of this Court under Clause 4(iv) of the First Schedule of the City Civil Court Act, I am satisfied that the word "goods" is used there in its broad, plain and ordinary connotation without the subtlety or artificiality that electricity is energy and not matter. The language, "consumer" or "supply" is the usual language for supply of electricity. That does not make it inconsistent with the sale of electricity. Even in economics the word "consumed" or "consumer" is used in respect of many goods irrespective of the fact whether they represent energy or not. A point was made by Mr. The language, "consumer" or "supply" is the usual language for supply of electricity. That does not make it inconsistent with the sale of electricity. Even in economics the word "consumed" or "consumer" is used in respect of many goods irrespective of the fact whether they represent energy or not. A point was made by Mr. Sinha that this was not a sale of goods in the sense that the buyer or the consumer got the goods for all purposes of sale, but were entitled to use the electrical energy supplied by the Plaintiff at the particular colliery or at the Defendant's precincts. That again is not in my view inconsistent with the sale of goods or with the sale of electricity as goods. Mr. Sinha also argued that by purchase of this electrical current the consumer did not become the absolute owner in the sense that he could not divert the goods or the electric current to somebody else. Even so that would still make it a sale of goods for there are many conditions of sale in these days for goods purchased which cannot be sold or sold under certain limitations. These considerations cannot decisively determine the effect and meaning of the word "goods" in Clause 4(iv) of the First Schedule of the City Civil Court Act for purposes of jurisdiction. But on this agreement for supply of electricity in this Suit Mr. Sinha faces insuperable difficulties. This Agreement is certainly a "Mercantile document" within the meaning of Clause 4(iv) of the First Schedule of the City Civil Court Act, for it is a document between merchants and traders, for supply of electricity at the business of Colliery of the Defendant. All these questions which Mr. Sinha has raised on this Agreement involve the construction, interpretation and meaning of words and clauses of the Mercantile documents. Therefore, this Suit also comes within the jurisdiction of this High Court under the meaning of the expression, "construction of Mercantile documents" used in Clause 4(iv) of the First Schedule of the City Civil Court." 7. The learned Counsel by pointing out the above Judgment submitted that even an Agreement for Sale of goods was construed to be a Mercantile document based on words and clauses that were used, in the said Judgment. The learned Counsel by pointing out the above Judgment submitted that even an Agreement for Sale of goods was construed to be a Mercantile document based on words and clauses that were used, in the said Judgment. The learned Counsel therefore, submitted that in the present case, the Plaintiff is admittedly a Financier and the Loan document that has been relied upon by the Plaintiff will squarely fall within the requirements of a Mercantile document. 8. In the present case, the Plaintiff is admittedly a Financier and the same is clear from the averments made in the Plaint as well as from the Loan Agreement that was entered into between the parties. Since this Court has to necessarily look into the document that is relied upon by the Plaintiff to determine whether it is a Mercantile document, this Court carefully went through the same and found that the Plaintiff has entered into the Agreement in his capacity as a Financier and it is specifically stated that he is regularly financing to the Film industry. In the course of acting as a Financier, the Plaintiff has also financed the Defendant, who was in need of funds for producing a movie. It is further seen in the Agreement that the time limit has been fixed for repayment of Loan with Interest from the date of receipt of Loan till the date of actual payment. It is, therefore, abundantly clear that the transaction in question is only for advancement of the economic interest of the Plaintiff and ultimately, it will result in economic benefit to the Plaintiff since the loan will be repaid with Interest. 9. In view of the above, this Court reiterates the earlier Order passed on 13.12.2018 and holds that the facts of the present Suit squarely falls within the definition of Commercial dispute.