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2025 Supreme(Online)(Del) 46376

IN THE HIGH COURT OF DELHI AT NEW DELHI
Devendra Kumar Upadhyaya, CJ, Tushar Rao Gedela, J
Ueta Inc – Appellant
Versus
Union Of India – Respondent
W.P.(C) 8049/2024|CM APPLs. 33093/2024|CM APPLs. 49251/2024

Advocates:
For the Appellants/Petitioners: Arvind K Nigam, Arunabh Chowdhury, Abhay Jadeja, Varun Satija, Agnish Aditya, Urvi Gulecha, Aniruddha M Sethi, Karma Dorjee
For the Respondents: Anjana Gosain, Akansha Choudhary, Shreya Manjari, Amar Gupta, Mohit Sharma, Pranav Tanwar, Ramji Srinivasan, Milanka Chaudhury, Ashly Cherian, Shivankar Sukul, Arjun Bhatia, Shefali, A. Dave, Saman Ahsan, Srijita Majumdar, Yashwant Gaggar

Territorial jurisdiction in writ proceedings is determined by the accrual of a material or integral part of the cause of action. Contractual clauses specifying 'exclusive jurisdiction' cannot override statutory constitutional requirements; therefore, jurisdiction cannot be conferred on a court where no essential part of the dispute has arisen.

Headnote:(A) Constitution of India - Article 226(2) - Territorial Jurisdiction - Writ petition maintainability - Parties cannot confer territorial jurisdiction upon a court by agreement if no material part of the cause of action arises within the jurisdiction of that court. (Paras 10, 33, 37)

(B) Cause of Action - Concept of - Comprises a bundle of facts - Requires an integral, essential, or material nexus to the dispute - Mere mentions of exclusive jurisdiction clauses in tender documents do not override statutory requirements for territorial jurisdiction. (Paras 14, 17, 18)

(C) Forum Conveniens - Doctrine - While a court may exercise jurisdiction if a small fraction of the cause of action arises, it remains subject to the requirement that the facts pleaded must constitute a material part of the lis. (Paras 15, 16)

Facts of the case:
An entity invited bids for the operation of facilities at a project site. Following the rejection of their bid, the petitioners filed a writ petition in the High Court, invoking an 'exclusive jurisdiction' clause found in the tender documents. The respondents challenged the maintainability of the petition, contending that the project, the decision-making process, and all relevant actions occurred outside the territorial limits of the High Court, rendering the court devoid of jurisdiction.

Issues: Whether the contractual 'exclusive jurisdiction' clause is binding to establish territorial jurisdiction, and whether the performance of preliminary and peripheral acts, such as making payments to a local bank or issuing press releases, constitutes a sufficient part of the cause of action to invoke the jurisdiction of the court.

Findings of Court:
The court determined that neither the convenience of the parties nor contractual clauses can create territorial jurisdiction where none exists under the Constitution. It held that the bank details provided for payment and generic administrative communications do not constitute an integral part of the core dispute, which remained localized elsewhere.

Ratio Decidendi: Article 226(2) requires that a material or essential part of the cause of action must arise within the territorial jurisdiction of the High Court. Where no core facts forming the basis of the dispute occurred within the territory, an agreement between parties to confer jurisdiction on that court is void as it attempts to bypass constitutional and statutory mandates.

Result: Petition dismissed for lack of territorial jurisdiction.

Table of Content
1. overview of the bidding dispute for noida international airport retail and duty-free outlets. (Para 1 , 2 , 3)
2. parties' contentions regarding tender process fairness and maintainability of the writ petition. (Para 4 , 5)
3. arguments concerning territorial jurisdiction and exclusive jurisdiction clauses in tender documents. (Para 6 , 7)
4. jurisprudential interpretation of 'cause of action' and forum conveniens under article 226. (Para 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 16 , 17 , 18 , 19 , 20 , 21)
5. application of jurisdictional principles to specific facts; excluding non-essential acts for cause of action. (Para 22 , 23 , 24 , 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36 , 37 , 38)
6. dismissal of writ petition for lack of territorial jurisdiction with liberty to approach appropriate court. (Para 39 , 40 , 41)

J U D G M E N T

DEVENDRA KUMAR UPADHYAYA, C.J.

CHALLENGE

1. Invoking this Court’s jurisdiction under Article 226 of the Constitution of India, the petitioners have sought a prayer for seeking a declaration that rejection of the bid submitted by them, as verbally communicated on 07.05.2024, for setting up, development, operation, maintenance and management of duty free outlets and retail outlets at Noida International Airport, Jewar, Uttar Pradesh (hereinafter referred to as the ‘Airport’) is illegal and arbitrary thereby, violative of Article 14 and 19(1)(g) of the Constitution of India. Accordingly, the petitioners have sought quashing of the said rejection of their bid.

2. The petitioners also seek a prayer to quash the award of license awarded by respondent no.5 to the respondent nos.6 and 7 in respect of the said duty-free outlets and retail outlets at the Airport, as published on the website of respondent no.5 on 13.05.2024.

FACTS

3. Facts giving rise to filing of the instant writ petition can be summarized as below:

3.1 Petitioner no.1 is a company incorporated under the relevant laws of Republic of Panama, having its registered office at Panama City, Panama. Petitioner no.2 is an existing company incorporated under the Companies Act, 2013, having its registered office at Mumbai. Petitioner no.3 is also a company incorporated under the Companies Act, 2013 and has its registered office at Mumbai. Petitioner no.4 is the authorised representative of petitioner nos.1, 2 and 3. He is also the shareholder and director of petitioner nos.2 and 3.

3.2 The Government of Uttar Pradesh obtained ‘in principle’ approval from the Government of India for development, operation and maintenance of the Airport on PPP (Public Private Partnership) mode and authorised Noida International Airport Limited – respondent no.4 as the authority responsible for establishment of the Airport.

3.3 On 25.09.2019, respondent no.4 invited bids for selection of bidder for developing the Airport through competitive bidding process vide Request for Qualification-cum-Proposal issued on the said date. Pursuant to the bid process initiated on 25.09.2019 by respondent no.4, bid of Zurich Airport International AG was accepted and accordingly, a letter of award was issued on 04.05.2020 to Zurich Airport International AG for development, operation and maintenance of the Airport.

3.4 Zurich Airport International AG incorporated Yamuna International Airport Pvt. Ltd. - respondent no.5 as a Special Purpose Vehicle (hereinafter referred to as the ‘SPV’) which is a 100% subsidiary of Zurich Airport International AG.

3.5 On 07.10.2020, a Concession Agreement was executed between respondent no.4 and respondent no.5 for grant of exclusive right, license and authority to develop, operate and maintain the Airport by respondent no.5.

3.6 In terms of the requirement of the Concession Agreement entered into between respondent no.4 and respondent no.5, the registered office of respondent no.5 was re-located at Noida on 05.01.2022.

3.7 Respondent no.5 on 10.11.2023, issued a Request for Proposal (hereinafter referred to as the ‘subject RFP’

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2025 Supreme(Online)(Del) 46376

IN THE HIGH COURT OF DELHI AT NEW DELHIDevendra Kumar Upadhyaya, CJ, Tushar Rao Gedela, JUeta Inc – AppellantVersusUnion Of India – RespondentW.P.(C) 8049/2024|CM APPLs. 33093/2024|CM APPLs. 49251/2024

Cases Referred (8)

IN THE HIGH COURT OF DELHI AT NEW DELHI
Devendra Kumar Upadhyaya, CJ, Tushar Rao Gedela, J
Ueta Inc – Appellant
Versus
Union Of India – Respondent
W.P.(C) 8049/2024|CM APPLs. 33093/2024|CM APPLs. 49251/2024