1. Appeal against rejection of plaint for lack of territorial jurisdiction due to exclusive jurisdiction clause in purchase order. (Para 2 , 3 , 4 )
Back
Next 
2026 Supreme(Online)(Del) 22098
IN THE HIGH COURT OF DELHI AT NEW DELHI
Prathiba M. Singh, Dinesh Bhatt, JJ
AKMY Buildcon Private Limited – Appellant
Versus
Sarasvathi Corrugated India Private Limited – Respondent
FAO (COMM) 277/2026
Advocates:
For the Appellants/Petitioners: Shakeel Sarwar Wani, Himanshu Garg
For the Respondents: None
For the Appellants/Petitioners: Shakeel Sarwar Wani, Himanshu Garg
For the Respondents: None
Exclusive jurisdiction clauses in contracts, particularly those using the word 'only', are binding and oust the jurisdiction of other courts, regardless of where the registered office is located or where part payment was received.
Headnote:(A) Territorial Jurisdiction - Exclusive Jurisdiction Clause - Use of the word 'only' in a jurisdiction clause indicates a clear intention to oust the jurisdiction of other courts. (Para 14)
(B) Interpretation of Ouster Clauses - Maxim expressio unius est exclusio alterius - When a specific court is mentioned, it implies the exclusion of others, provided the clause is clear and unambiguous. (Para 9, 12)
(C) Cause of Action vs. Exclusive Jurisdiction - The fact that a registered office is located in a city or part payment was received there does not override a valid exclusive jurisdiction clause. (Para 6)
Issues: Whether the courts in Delhi have jurisdiction in light of an exclusive jurisdiction clause specifying Derabassi, Punjab.
Result: Plaint returned for presentation before the appropriate Court in Punjab.
Legal Category Hierarchy
- practice and procedure
-
commercial law
-
commercial courts act 2015
- section 13 (Para 2)
-
commercial courts act 2015
- contract law
Table of Contents
2. Appellant argued registered office in Delhi and part payment received there conferred jurisdiction; respondent relied on exclusive jurisdiction clause. (Para 5 , 6 )
3. Exclusive jurisdiction clause with words like 'only' must be honoured; parties' intention to exclude other courts is clear. (Para 7 , 8 , 9 , 10 , 11 , 12 , 13 )
4. An exclusive jurisdiction clause using terms like 'only' binds parties and ousts jurisdiction of other competent courts. (Para 9 , 10 , 12 , 13 , 14 )
5. Plaint returned for presentation before appropriate court in Derabassi, Punjab; benefit of Section 14, Limitation Act available. (Para 15 , 16 )
6. How should courts construe an exclusive jurisdiction clause in a contract?
When the clause is clear, unambiguous, and uses words like 'only' or 'exclusive', the intention to exclude other courts must be honoured. (Para 9 , 10 , 11 , 12 , 13 , 14 )
7. Does the absence of words like 'alone' or 'exclusive' prevent a jurisdiction clause from being exclusive?
No; the intention of the parties can be inferred from the clause, and the maxim expressio unius est exclusio alterius applies. (Para 12 , 13 )
Prathiba M. Singh, J. (Oral)
1. This hearing has been done through hybrid mode.
2. The present appeal has been filed by the Appellant under Section 13 of the Commercial Courts Act, 2015 read with Order XLIII Rule 1(a) of the Code of Civil Procedure, 1908, inter alia, assailing the impugned order dated 2nd May, 2026 passed by the Ld. District Judge(Commercial)-03, South, Saket Courts, New Delhi in CS (COMM) 430/2023.
3. Vide the impugned order, the suit of the Appellant has been rejected on the ground that the Commercial Court lacks territorial jurisdiction.
4. The purchase order, being Purchase Order No. PO/2018-19/2006 dated 26th October, 2018 (hereinafter, ‘purchase order’), which was placed by the Respondent upon the Appellant, contained an exclusive jurisdiction clause, which is set out below:-
Important Notice
“1. Goods will not be received without delivery documentation.
2. Please mention Purchase Order No. on the Invoice Copy.
3. Disposal Invoice must be sent to Sarasvathi Corrugated (India) Pvt. Ltd.
4. The material, design & quality shall be as per the approved sample/ design by Sarasvathi Corrugated (India) Pvt. Ltd.
5. Please refer to Terms & Conditions enclosed.
6. All Consignments should accompany with the copy of P.O.
7. Material will not be accepted without the copy of COA.
8. All disputes are subject to Derabassi Punjab Jurisdiction only.”
5. The submission of ld. Counsel for the Appellant is that the Appellant’s registered office is in Delhi, and part payment was also received in Delhi. Hence part of the cause of action has arisen in Delhi.
6. On 21st September, 2026, the Court had given a prima facie opinion in the following terms:-
“10. In the prima facie opinion of this Court, the fact that the registered office of the Appellant was in Delhi and that the part payment was also received in Delhi may not confer jurisdiction, especially in the light of exclusive jurisdiction clause in the purchase order.”
7. In view of the same, the ld. Counsel for the Appellant had requested for an adjournment to place some judgments.
8. Today, the ld. Counsel for Appellant has made submissions. However, the Court is not satisfied that the Courts in Delhi would have jurisdiction in this matter.
9. Almost 35 years ago, in a seminal decision A.B.C. Laminart (P) Ltd. v. A.P. Agencies, (1989) 2 SCC 163, while dealing with jurisdiction clauses of this nature the Supreme Court opined as under:
“20. When the court has to decide the question of jurisdiction pursuant to an ouster clause it is necessary to construe the ousting expression or clause properly. Often the stipulation is that the contract shall be deemed to have been made at a particular place. This would provide the connecting factor for jurisdiction to the courts of that place in the matter of any dispute on or arising out of that contract. It would not, however, ipso facto take away jurisdiction of other courts. Thus, in Salem Chemical Industries v. Bird & Co. [AIR 1979 Mad 16 : (1978) 2 Mad LJ 189] where the terms and conditions attached to the quotation contained an arbitration clause provided that: “any order placed against this quotation shall be deemed to be a contract made in Calcutta and any dispute arising therefrom shall be settled by an arbitrator to be jointly appointed by us”, it was held that it merely fixed the situs of the contract at Calcutta and it did not mean to confer an exclusive jurisdiction on the court at Calcutta, and when a part of the cause of action had arisen at Salem, the court there had also jurisdiction to entertain the suit under Section 20(c) of the Code of Civil Procedure.
21. From the foregoing decisions it can be reasonably deduced that where such an ouster clause occurs, it is pertinent to see whether there is ouster of jurisdiction of other courts. When the clause is clear, unambiguous and specific accepted notions of contract would bind the parties and unless the absence of ad idem can be shown, the other courts should avoid
