A party cannot unilaterally alter essential terms of a contract, such as an exclusive jurisdiction clause, without the other party's consent; such alterations are void and cannot be used to establish territorial jurisdiction for a suit.

(Judgment of the Court was delivered by P.VELMURUGAN,J.)

The 1^st respondent herein had filed a suit against the appellant herein in C.S.(Comm. Div.) No.274 of 2025. Thereafter, an application in A.No.4880 of 2025 was filed to grant leave to sue, which was allowed. After serving summons, the appellant herein has filed an application for revocation of leave in A.No.67 of 2026, which came to be dismissed by a learned Single Judge of this Court. As against the same, the appellant herein had preferred the present appeal.

2.The learned Senior Counsel appearing for the appellant would submit that the appellant and the 1^st respondent had entered into a Memorandum of Agreement (MoA) for theatrical distribution rights in respect of a Kannada movie titled “MAX” for the State of Karnataka. Since the MoA was executed at Bengaluru and the exclusive jurisdiction also concerned is at Bengaluru, no part of cause of action took place in Chennai, except the fact that the 1^st respondent was residing in Chennai and maintaining the accounts in Chennai. The learned Senior Counsel submitted that when both the parties have agreed on the terms of MoA, the action of the 1^st respondent in unilateral alteration of the words “Bengaluru alone” and inserting the word “Chennai” without counter signature of the appellant is legally untenable and contrary to Clause 12.3 of the MoA. He would further submit that, when the application for revocation of leave was filed, the learned Single Judge of this Court had erred in holding that no exclusive jurisdiction clause was agreed between the parties, in view of the clause that conferring exclusive jurisdiction on the Courts at Bengaluru continues to bind both the parties. Therefore, under these circumstances, the findings of the learned Single Judge is erroneous and liable to be set aside. 3.The learned counsel for the 1^st respondent would submit that the appellant signed the MoA at Bengaluru and also changed the exclusive jurisdiction clause from Bengaluru to Chennai and thereafter sent the same to Chennai for the 1^st respondent’s signature. By referring to Clauses 4.2 and 6.4 of the MoA, the learned counsel submits that these clauses imposed obligations on the distributor and that the obligations are required to be performed at Chennai and thus, there is prima facie evidence that part of the cause of action arose at Chennai. He submitted that if the original MoA is produced before the Court, the same will reveal as to whether the exclusive jurisdiction has been changed by the 1^st respondent. However, on receipt of the MoA after the 1^st respondent’s signature, the appellant has neither responded nor disputed and thus, it is a matter of trial. Therefore, the learned Single Judge had rightly granted the leave.

The learned counsel thus sought for dismissal of the present appeal.

4.Heard the learned counsel on either side and perused the original materials available on record.

5.Admittedly, the appellant and the 1^st respondent are parties to the MoA executed at Bengaluru for the distribution rights of the Kannada movie ‘MAX’. However, according to the respondents, the MoA itself is not entirely executed at Bengaluru, wherein one of the parties have signed the MoA in Bengaluru and sent it to Chennai for acceptance of the other party. Therefore, when the execution of the MoA itself is not fully made in Bengaluru, the appellant cannot claim that the exclusive jurisdiction clause was agreed to be at Bengaluru. 6.It is settled principle of law that once a contract is concluded, one party cannot unilaterally alter the terms and conditions without counter signature or concurrence by the other party is non est in law and such altered terms cannot be enforced. A perusal of Clause 12.1 of the MoA would state that the Court