IMPORTANT POINT
The central legal point established in the judgment is that the registered office of a defendant determines the territorial jurisdiction of a court, and a clause in a contract ousting the jurisdiction of a court must be clear, explicit, and unambiguous.

JUDGMENT

[Physical Hearing/Hybrid Hearing (as per request)]

Rajiv Shakdher, J. (Oral)

CM Appl.14586-87/2024

1. Allowed, subject to just exceptions.

FA(COMM) 86/2024 & CM Appl. 14585/2024

2. At the outset, we may note that Mr Surinder Goel, learned counsel, who appears on behalf of the appellant/defendant, has indicated to us that the record filed by him with the appeal would suffice for proceeding further in the appeal. Accordingly, the appeal is taken up for hearing and final disposal at this stage itself.

3. This appeal is directed against the judgment dated 12.01.2024 passed by the learned District Judge, Commercial Court-5, Central District, Tis Hazari, Delhi.

4. Learned District Judge has decreed the suit for Rs.3,48,420/-, along with interest at the rate of 12% per annum, commencing from the date when the last payment was made i.e., 22.04.2022 till the date of realization.

4.1. Besides this, costs have also been awarded to the respondent/plaintiff.

5. The record shows that the respondent/plaintiff had filed a suit for recovery with interest, as a result of the appellant/defendant's failure to pay the entire consideration against the goods supplied.

5.1. The record also shows that the goods supplied by the respondent/plaintiff to the appellant/defendant comprised nuts and bolts.

5.2. In support of his case, the respondent/plaintiff had placed the relevant material on record.

5.3. The learned District Judge, after appraising the evidence placed on record, concluded that the books of account produced by the respondent/plaintiff were reliable.

5.4. Significant findings returned by the learned District Judge are extracted hereafter:

"...Even DW-l admitted in cross-examination that the ledger balance Ex. PW-1/1 was correct and the entries made in the column of debit, credit and balance were also correct. He further admitted that defendant had received legal notice Ex. PW1/4 and had sent reply vide email Ex. PW-1/3. So, case of the defendant is that the goods, whose description mentioned in ledger account, were supplied to it. The defence is that the goods were of inferior quality for which the plaintiff had undertaken to replace but later, he refused. But to prove that defence, the defendant did not place on record any document.

DW-1 deposed in cross-examination that the end users had sent them complaint on email about sub-standard quality of the goods. He admitted in so many words that copy of those emails have not been annexed with the case. Next deposition is that defendant had received complaints from the end users in October 2022 and thereafter, the plaintiff was told about substandard quality of goods. He again admitted in clear terms that the defendant did not annex any document with the case about sending of goods to the end users.

Had the goods been of poor quality, the defendant would have communicated the same to the plaintiff by email or by sending any letter etc. But none of such document is on file..."

[Emphasis is ours]

6. Thus, as would be evident, the appellant/defendant did not dispute the fact that monies were payable against supplies made.

6.1. In fact, the appellant/defendant i.e., DW-1 in his cross-examination admitted that the entries made in the ledger balance Ex. PW-1/1 were correct. The only defence on merits that the appellant/defendant seems to have raised concerned the quality of the goods. It was asserted that the goods supplied were of poor quality.

6.2. The learned District Judge has returned a finding of fact that no such communication was served on the respondent/plaintiff by the appellant/defendant with regard to the quality of the goods.

7. Based on appreciation of evidence placed before him, the learned District Judge concluded that the claim made by the respondent/plaintiff had to be sustained.

8. Against this backdrop, Mr Goel has advanced the following three (03) submissions in support of his plea that the impugned judgment deserves to be set aside.

(i) First, the trial court had no territorial jurisdiction in