1. The Appellant has preferred the present Appeal against the order dated 8th February, 2010 passed by the learned Single Judge. While disposing of the two applications being IA No.4085/2009 by the Plaintiff/Appellant herein seeking temporary injunction and IA No.4614/2009 by the Defendant/Respondent herein seeking rejection of the plaint, the learned Single Judge has returned the plaint under Order VII Rule 11 of the Code of Civil Procedure to be filed before the District Judge at Chandigarh for want of territorial jurisdiction of this Court.

2. Brief facts are that the parties had entered into an agreement/term sheet dated 24.9.2008 for development of land admeasuring 19,233 sq. yards (approximately 3.97 acres) situated at Plot No.68, Industrial Area, Phase-I, Chandigarh (U.T.), which was executed at New Delhi and in lieu of which part payments were also made by the Appellant to the respondent No.1 at Delhi.

3. Admittedly, the Respondent is a Chandigarh based company and the suit property is also situated in Chandigarh. The main conditions of the term sheet read as under:

“1. The second party shall bear the cost of CLU charges along with requisite fees and charges to the Competent Authority(ies) and construction cost of the building for developing the Proposed Project. 2. That the parties agree to share the Net Revenue from sale of saleable built up area of the proposed project as under: First party: 48% and Second Party: 52% 3. That the Second party shall recover from the First Party’s later’s share of revenue a sum of Rs.10,00,00,000/- (Rupees Ten Crores only) towards cost of brokerage and expenses incurred towards marketing, branding, publicity, promotional events, brochure, advertisements in newspapers, hoardings, etc. of the proposed project.

4. That the Second party will facilitate the sale of saleable proposed built up area and from the First Party’s share of Sale proceeds the First Party shall first repay towards Rs.35 Crore (Rupees Thirty Five Crore) loan taken by the First party from Canara Bank for purchase of the Said Land. The Second party may contribute from its share of revenue of sales as may be required to achieve the repayment of half of loan by 15th January, 2009 and balance by 31st March, 2009. It will be sole responsibility of the second party whatsoever.

5. That the Second party has paid to the First Party a Non refundable security deposit of

Rs.2,51,00,000/- (Rupees Two Crores Fifty one lacs only) vide cheque No.000675 dated 24th October, 2008 drawn on HDFC Bank Limited, Jasola, New Delhi on signing of this Term Sheet, the receipt of which the First party hereby confirms and acknowledges. 6. That the Second Party has also paid a sum of Rs.5,71,47,013/- (Rupees Five Crores, Seventy One lacs Forty Seven Thousand Thirteen only) vide cheque No.000674 dated 24th October, 2008 drawn on HDFC Bank Limited, Jasola, New Delhi to the First party towards reimbursement of CLU charges which has been deposited by the First party with the designated authority and PDC for the balance CLU cheques will be given. 7. That the Second Party shall be entitled to raise/swap the loan from banks/financial institution by mortgaging or charging the proposed Project”

4. Under the above mentioned term sheet, the Appellant had paid a non-refundable security deposit of Rs.2,51,00,000/- to the Respondent No.1 and further paid an amount of Rs.5,71,47,013/- towards reimbursement of CLU charges which were deposited by the Respondent No.1 with the designated authority at New Delhi.

5. The case of the Appellant before the trial court was that after execution of the term sheet the Respondent No.1 started negotiating sale of the suit property with a third party and during the course of negotiations, Respondent No.2 acting on behalf of Respondent No.1 happened to approach one Mr. Anupam Naglia of the Vatika Group who also happened to be a Director with the Appellant company. The said fact came to the knowledge of the Appe