IN THE HIGH COURT OF BOMBAY
A.M. Khanwilkar, J.
Rhodia Limited others .... Applicants.
Versus
Neon Laboratories Limited.... Respondent.
Civil Revision Application No. 710 of 2002, decided on 15-7-2002.
Advocates appeared :
V.V. Tulzapurkar i/b. Little Co., for applicants.
Rohit Kapadia i/b. Crawford Bayley Co., for respondents.
Specific Relief Act, 1963 - Section 9 - Preliminary objection on maintainability of the suit on the ground that Indian Law does not apply to the matter and that adjudication was to be conducted under English Law - Exclusivity of English Law not established by any evidence - In the circumstances, although English Law would be proper law, Indian Law shall also apply.
"Article 15.---Governing Language and Law
15.1 : The governing language of this agreement shall be English. This agreement shall in all respects, including the formation thereof and performance thereunder, be governed by and construed in accordance with the English law.
15.2. All differences on the interpretation or performance of this agreement which will not be settled by amicable means, will be settled by the English Courts."
2. It is common ground that subsequently on November 30, 1998 the parties entered into another agreement known as "amendment 1: Mohit Project" whereunder the applicants agreed to supply Isoflurance and Halothane exclusively to the respondent in bulk for bottling and packaging and sale in India, Sri Lanka, Bangladesh and Nepal. According to the applicants, "Amendment No. 1 Mohit Project" is not a separate agreement but only an amendment to the earlier agreement of "Isoflurance and Halothane Distribution Agreement India" dated 1-8-1997; whereas, the respondent contends that both agreements are separate agreements. It is not necessary to elaborate on this aspect of the matter because, the question that needs to be examined at this stage is confined to the purport of Article 8 of this agreement. It is not in dispute that Article 8 of the latter agreement dated 30-11-1998 is verbatim Article 15 of the former agreement referred to above. In other words, the entire matter would revolve around the interpretation and construction of the aforesaid two clauses in the agreement which pertain to the governing language and the law of the subject agreements. To complete the narration of events, there was some disagreement between the parties for which the second applicant informed the respondent that the contractual relationship concerning distribution of the Isoflurance and Halothane was terminated with effect from 31-12-2000. This was informed by the 2nd applicant by a written notice dated 21-12-2000. As a consequence to the said intimation, the parties exchanged correspondence asserting their respective stands. It will not be necessary to burden this judgment with those events or claim. Suffice it to point out that the respondent eventually instituted a suit before the Court of the Civil Judge, Senior Division, Palghar being Special Civil Suit No. 9 of 2002 praying for the following reliefs :
"a) For a declaration that the Distribution Agreement
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