An agreement to confer exclusive jurisdiction on a particular court, ousting the jurisdiction of other courts, must be clear, unambiguous, and explicit to be valid and enforceable under Section 28 of the Contract Act.

RAMANUJAM J. :- The plaintiff in O.S. No. 310 of 1970 on the file of the Sub Court, Salem, is the appellant before us. It is a partnership firm carrying on business at Salem. The defendant is a private limited company having its office at Calcutta.

2. One Messrs India Patent Stone Co. Ltd., entered into an agreement on 16-5-1964 with the plaintiff for the supply, erection and commissioning of a complete plant for the manufacture of 10 tons of solid alum per day at Salem. The contract was later concluded in or about August 1965. Messrs India Patent Stone Co. Ltd., was subsequently taken over by the defendant-company. According to the plaintiff, the defendant failed to perform its part of the contract within a reasonable time in accordance with the terms and conditions of the contract both in respect of the supply of materials and in the matter of erection and commissioning of the plant and, therefore, the defendant had committed a breach of the contract rendering itself liable for damages. Since the contract contained an arbitration clause, the plaintiff filed an application under Section 20 of the Indian Arbitration Act 1940, to file the arbitration agreement and, to make an order of reference to an arbitrator to be appointed by the court to decide the dispute between the parties which arose under the agreement. Since an application under Section 20 of the Arbitration Act has to be treated and disposed of as if it were a suit, the said application was numbered as O.S. No. 310 of 1970.

3. The defendant filed a written statement, inter alia, stating that under Cl.14 of the general terms and conditions agreed to between the parties, any order placed against the quotation shall be deemed to be a contract made in Calcutta, that in view of the said clause, the Calcutta court alone had jurisdiction to decide any issue arising therefrom and that, therefore, the court at Salem had no jurisdiction to try the suit.

4. On the pleadings, the court below had framed as many as eight issues and one additional issue. The additional issue related to the question of jurisdiction of the lower court to entertain the suit. That issue was taken as a preliminary issue. On that issue, the lower court has taken the view based on the terms of the said Cl.14 that the court at Calcutta alone has jurisdiction to entertain the suit and that the court at Salem had no jurisdiction. The correctness of that view has been challenged in this civil miscellaneous appeal by the plaintiff.

5. From the judgement of the court below, the following facts emerge and there is no dispute between the parties as regards those facts. The agreement between the parties was for the supply, erection and commissioning of a chemical plant at Salem for the manufacturing of 10 tons of solid alum per day. The contract was entered into on the strength of several representations made by the said company and subject to the general terms and conditions annexed to the contact. Ex. A.1 is the quotation given by the predecessor of defendant-company undertaking to erect a chemical plant at Salem at a cost of Rs. 3,05,000. In the quotation it had undertaken to supply all the materials and equipments for the erection of the plant at Salem. Along with the said quotation, the general terms and conditions of the agreement were also enclosed and sent to the plaintiff. The plaintiff accepted the quotation given by the defendant and made an initial payment of Rs. 10,001 under its letter dated 12-6-1985, a copy of which has been marked as Ex. A.7. Subsequently, the plaintiff has been making periodical payments from time to time in accordance with the terms of the agreement and the payments so far made carne to Rs. 2,63,000. In pursuance of the agreement, the defendant made arrangements to send several articles to Salem for erecting the chemical plant. However, the plaintiff was not satisfied with the quality of materials sent by the defendant, and there was considerable correspondence between the