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SUPREME COURT OF INDIA
M.Y. Eqbal, Pinaki Chandra Ghose, JJ.
EXCEL DEALCOMM PRIVATE LIMITED – APPELLANT
Versus
ASSET RECONSTRUCTION COMPANY (INDIA)LIMITED & ORS. – RESPONDENTS
CIVIL APPEAL NO. 3272 OF 2015 (Arising out of S.L.P.(C) No.15900 of 2013)
Decided On : 01-04-2015
(2001) 7 SCC 698; (2004) 12 SCC 376 – Relied upon
(b) Letters Patent, Calcutta Hugh Court – Clause 12 r/w section 22, Specific Relief Act, 1963 and Appendix V, Rules under SARFAESI Act – Suit for land – Instantly, relief sought for issuance of sale certificate and not possession of land – Sale certificate requiring delivery of possession – Relief for delivery of possession therefore implicit in the plaint – Held, instant suit is a suit for land. (Para 14)
(2001) 7 SCC 698 – Distinguished
(c) Administration of Justice – Territorial Jurisdiction – Agreement conferring exclusive jurisdiction on Mumbai courts – In view of the agreement and the suit being a suit for land, High Court of Calcutta has no jurisdiction – Clause 12, Letters Patent of Calcutta High Court. (Para 16)
(2013) 9 SCC 32 – Relied upon
Facts of the case:
Uniworth Apparel Limited, Respondent No.3 herein, was a company registered in Maharashtra.
It availed credit facilities from ICICI Bank.
Uniworth could not clear the Bank's dues, as a result the Bank assigned their claim in favour of Asset Reconstruction Company India Limited, Respondent No.1.
ARCIL took steps under Section 13 of the SARFAESI Act and took possession of the assets. Allegedly the ARCIL entered into a Private Treaty Agreement dated 13.02.2007 with the appellant Excel Dealcomm Pvt. Ltd. for sale of the said properties for a consideration of Rs.7.50 Crores. This was to be a sale under SARFAESI Act wherein the sale was to be conducted by execution of sale certificate by the ARCIL in favour of Excel. However, the management of ARCIL did not approve such a proposal.
Thus, the sale could not get through and the present appellant brought out a suit for specific performance of the Agreement against ARCIL in the High Court of Calcutta.
ARCIL filed an application for revocation of leave granted under Clause 12 of Letters Patent by the High Court of Calcutta to the Excel and asking return of the plaint in C.S. No.299 of 2007 to be filed before the Court having jurisdiction to try the same.
The Single Judge of the Calcutta High Court under Original jurisdiction, dismissed the application for revocation of leave and refused to return the plaint.
The Division Bench of the High Court reversed the order of the learned single Judge holding that the contract could not be specifically enforced as it was not a concluded one and also that it would be a suit for land if, at all, the suit is maintainable. Therefore, the Division Bench revoked the leave granted under Clause 12 of the Letters Patent.
Finding of the Court:
Jurisdiction of Calcutta High Court is excluded.
Result: Appeal dismissed.
JUDGMENT
Pinaki Chandra Ghose, J.
1. Leave granted.
2. This appeal has been preferred against the judgment delivered by the Division Bench of the Calcutta High Court on March 8, 2013 in A.P.O. No.180 of 2012 whereby the High Court while holding that the Calcutta High Court does not have jurisdiction to try civil suit, assumed jurisdiction for non-suiting the appellant and also held that the Agreement dated 13.2.2007 is not concluded and thus not enforceable, and dismissed Civil Suit No.299 of 2007 filed by the appellant. The facts of the case necessary to dispose of this appeal are briefly narrated below.
3. Uniworth Apparel Limited (hereinafter referred to as 'Uniworth'), being Respondent No.3 herein, was a company registered in Maharashtra under the Companies Act, 1956. It had an industrial unit in Thane District of Maharashtra. It availed credit facilities from ICICI Bank. Uniworth could not clear the Bank's dues, as a result the Bank assigned their claim in favour of Asset Reconstruction Company India Limited (hereinafter referred to as 'ARCIL'), being Respondent No.1 herein, a company incorporated under Companies Act, 1956 and registered with the Reserve Bank of India as a Company under Section 3 of the Securitization and Reconstruction of Financial Assets Enforcement of Security Interest Act, 2002 (hereinafter referred to as the ‘SARFAESI Act’). ARCIL took steps under Section 13 of the SARFAESI Act and took possession of the assets. Allegedly the ARCIL entered into a Private Treaty Agreement dated 13.02.2007 (hereinafter referred to as ‘the Agreement’) with the appellant Excel Dealcomm Pvt. Ltd. (herein after referred to as 'Excel'), for sale of the said properties for a consideration of Rs.7.50 Crores. This was to be a sale under SARFAESI Act wherein the sale was to be conducted by execution of sale certificate by the ARCIL in favour of Excel. The Excel alleges that it had even issued a cheque of Rs. 9.5 Crores dated March 1, 2007 to the ARCIL. In reply thereto, Mr. Sanjoy Gupta, Vice President of the ARCIL (Respondent No. 2 herein) had vide letter dated 20-03-2007 informed Excel to collect its cheque since the deal could not be materialised as the management of ARCIL did not approve such a proposal. Thus, the sale could not get through and the present appellant brought out a suit for specific performance of the Agreement against ARCIL, being C.S. No.299 of 2007, in the High Court of Calcutta in December 2007. Initially, there were three Defendants in the said suit, namely, ARCIL, Mr. Sanjoy Gupta (Vice President of ARCIL) and Uniworth. However, later on it was found that ARCIL had sold the suit property to one Webtech Industries Pvt. Ltd. (hereinafter referred to as 'Webtech'), Respondent No.4 herein, on 10.02.2011. So Webtech was impleaded as Defendant No.4 in the said suit after the application for impleadment, being G.A. No.3574 of 2010 was allowed on 06-01-2011. It is to be noted that the suit property was the one mentioned in the Schedule of the Agreement and included both movable and immovable properties as mentioned below:
(i) Mortgage on immovable properties of the Uniworth situate at Plot No. A606, TTC Industrial Area, MIDC, Shil Mahape Road, New Mumbai, Maharashtra.
(ii) Hypothecation of the whole of movable assets of Uniworth situate at TTC Industrial Area, MIDC, Shil Mahape Road, New Mumbai, Maharashtra including the movable plant and machinery, machinery spare tools and accessories and other movables both present and future (save and except book debts).
4. ARCIL filed an application, being G.A. No.1225 of 2011, for revocation of leave granted under Clause 12 of Letters Patent by the High Court of Calcutta to the Excel and asking return of the plaint in C.S. No.299 of 2007 to be filed before the Court having jurisdiction to try the same. The said application was based on following grounds:
(a) The suit was effectively a “suit for land” and the immovable property was situate in New Mumbai, Maharashtra. There
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