The main legal point established in the judgment is that the jurisdiction clause in the invoices cannot be invoked without a prior dispute, and the LLP Act provisions make the LLP solely liable for its obligations.

JUDGMENT :

1. The present order will dispose of the following:-

(i) Summons for Judgment No.38 of 2022, by which the Plaintiff seeks a decree in the sum of Rs.1,13,06,080/- along with interest thereon at the rate of 20% compounded annually, as per tax invoices, issued by the Plaintiff to Defendant No.1.

(ii) Interim Application No.123 of 2023 taken out by Defendant No.1 under the provisions of Order VII Rule 11 of the Code of Civil Procedure, 1908 (“CPC”) for rejecting the Plaint on the ground of jurisdiction.

(iii) Interim Application No.131 of 2023 taken out by Defendant Nos. 2 and 3 under the provisions of Order-I Rule 10(2) of the CPC. seeking deletion of their names from the array of Defendants.

BRIEF FACTS:

2. Before dealing with the rival contentions, it is useful to set out the following facts as stated in the Plaint:-

(i) The Plaintiff is a Company, which operates various multiplexes across the Country. Defendant No.1 is a Limited Liability Partnership Firm under the provisions of the Limited Liability Partnership Act, 2008 (“the LLP Act”). Defendant Nos. 2 and 3 are the partners of Defendant No.1.

(ii) Defendant No.1 had between December 2019 and February 2020 placed various purchase orders on the Plaintiff for the screening of certain promotional content/material, which the Defendants wanted to have screened in the Plaintiff’s multiplexes. It is not in dispute that the screening of this content/material was to be only in multiplexes, which were situated within the State of Maharashtra i.e. in Mumbai and Pune.

(iii) The Plaintiff on receipt of the purchase orders and instructions issued by the Defendant would execute the same by screening the promotional material/content in terms of the said purchase orders. The Plaintiff would after the promotional material/content was screened, raise invoices against the said work done. The essential terms and conditions of each of the invoices were identical and Clauses 3 and 5 thereof were as follows viz.:-

“3. Any Discrepancy in this bill should be notified within 5 days of receipt, else acceptance shall be deemed.

5. In the event payment is not received within 7 (seven) days from the due date, an interest of 18% shall be levied on the amount due from the due date till the date of realization. Beyond 7 (seven) days from the due date, you shall be liable to pay twice the amount due with an interest of 20% from the due date till the date of realization. GST as applicable on the interest amount shall also be charged. This shall be in addition to the rights available to PVR under law and equity.”

(iv) The first purchase order bearing No.33-2019-20 was dated 24th December 2019 and was received by the Plaintiff vide the Defendants’ covering letter/e-mail of the same date. Thereafter, the Plaintiff received various purchase orders pursuant to which the promotional content/material would be screened.

(v) Though having received the tax invoices the Defendants admittedly did not point out any discrepancy in respect of any of the said invoices. Despite repeated follow-ups and reminders, the Defendants failed and neglected to make payment of the amounts due and payable under the said invoices.

(vi) It was thus that the Plaintiff addressed a legal notice dated 14th August 2020 to the Defendants calling upon the Defendants to make payment of the sum of Rs.1,13,06,080/- along with interest at the rate of 20% compounded annually. Admittedly, the Defendants did not reply to the said legal notice nor make any payment pursuant thereto.

(vii) The Plaintiff thereafter in terms of Section 12A of the Commercial Courts Act, 2015 instituted mediation. The mediation however did not prove fruitful.

3. It was thus that the Plaintiff filed the present Suit.

SUBMISSIONS OF MR. DESAI ON BEHALF OF THE PLAINTIFF

4. Mr. Desai, Learned Counsel appearing on behalf of the Plaintiff, at the outset submitted that the amounts due under the said notices were not disputed. He pointed out that Defendants had not prior to the filing of the