1. The Civil Suit is filed for a judgment and decree against the defendants for a sum of Rs.43,66,551.35 together with interest at 24% per annum from the date of plaint till the date of payment with costs.

2. The plaint averments, in brief, are as follows:-

2.(a) The plaintiff is engaged in the manufacture and sale of Agricultural Tractors and Farm Equipments under the brand name "MASSEY FERGUSON" & "TAFE", that the plaintiff has a very wide dealer network spread all over the country having 360 dealers through whom the tractors manufactured by the Plaintiff are being sold, that the dealers operate through dealership agreements that are entered between the dealer and the Plaintiff and the dealer is bound by such terms and conditions set out in the dealership agreement, that the first defendant, then known as M/s Chandra Motors & Tractors, was appointed as a "Dealer" on 29.11.1992 and the 2nd defendant and one Mr.Aswani Kumar were partners in the said firm, that dud to difference of opinion between the partners, Mr.Aswani Kumar had retired from the partnership, that thereafter defendants 2,3 and 4 constituted a ew Partnership under the name and style of the First Defendant and had submitted their proposal to be appointed as Dealer under cover of their letter dated 28.10.1994, along with a copy of the Partnership Deed, that the defendants were appointed as Probationary Dealers vide letter dt.09.12.1994 and thereafter they were appointed as dealers for the plaintiff vide Dealership Agreement dated 3.1.1996 for the District of Bareilly.

2.(b) The efforts of the defendants to sell the plaintiff's products and interest in the same, had been progressively declining and therefore the tehsils of Baheri and Nawabganj in Bareilly District were withdrawn from the purview of the Defendants' Dealership, that the officials of the plaintiff appraised the Defendants performance during the various review meetings and the Defendant was asked to improve upon their performance to that of the competitors' products in the area and the defendants have promised to do so, but they did not sell the average sold the previous years each year in the assigned territory, that the defendant was also not maintaining adequate floor stock fo the plaintiff's products for sale to customers though there has been increased demand of tractors in the territory and the defendants did not envisage any interest in improving the sales, that the decline of the plaintiff's products in the market is only due to the illegal action of the Defendant in trying to discontinue dealing with the products of the plaintiff, even while continuing to be a dealer of the plaintiff's products, has grossly affected the sales of the Plaintiff's products in the market as a result of which the competitors of the Plaintiff, are taking a lead in the market, due to the unscrupulous act of the defendant, that the defendant being a dealer of the plaintiff's products and having huge outstanding of Rs.43,66,551.35 to the plaintiff as on 18.12.2002, has chosen not to solicit sales and distributionship of the Plaintiff's products and that according to the Dealership Agreement entered between the plaintiff and the defendant, as per Clause 28, in case of any disputes arising between the parties, the courts in Chennai alone have exclusive jurisdiction to decide any dispute that may arise under the agreement.

3. In the written statement filed by the 1st, 3rd and 4th defendants, the following are averred:-

3.(a) The alleged dealership agreement between the parties was executed on 3.1.1996 and the same was terminated by the defendant by termination notice dated 29.11.1999, that the suit is hit by the provisions of Section 10 of C.P.C, inasmuch as these defendants have already filed a suit in the Court at Bareilly on the same subject matter against the plaintiff claiming a relief of Rs.60,000/- and that the plaintiff was aware of filing of the suit in Bareilly Court, but the plaintiff did not chose to fi