P.H. Sanghvi carrying on business in yarn etc., at No. 465 Mint St., P.T. Madras, by duly constituted power of attorney agent Devsee Moolchand and another vs Asiier Textiles Ltd.

Ramachandra Iyer, J.—These appeals are filed against the orders of the Third Assistant City Civil Judge, Madras, directing the plaints in O. S. No. 885 of 1954 and 1461 of 1955 to be returned for presentation to the proper Court on the ground that the Court at Madras has no jurisdiction to entertain the suits. The suits were filed by the respective appellants for recovery of damages for alleged breaches of contract committed by the respondent by reason of non-delivery of goods agreed to be sold. The claim in O. S. No. 885 of 1954 was a sum of Rs. 6300, and that in O. S. No. 1461 of 1955 was for Rs. 49,140. The latter suit was in the first instance instituted on the Original Side of this Court after obtaining an ex parte order of leave under Cl. 15 of the Letters Patent (A. No. 1839 of 1954), and it was later transferred to the Civil Court under the provisions of Act X of 1955. The basis of the claim in the two suits are almost identical. The appellants are merchants carrying on business in yarn at Madras. The respondent company is engaged in the manufacture and sale of yarn and other textile goods. The appellants entered into various contracts with the respondent through a broker at Coimbatore for purchase of certain quantities of yarn. The contracts were in writing and they specified the count of yarn, the number of bales purchased, the rate per bale and the time for delivery. It was stipulated that the price was to be paid against delivery of the railway receipt. The contracts were subject to certain conditions of sale which were printed on the reverse of the contract note Cl. 10 of the General Conditions which alone is relevant for the present purpose states,

All contracts shall be taken to have been made in Tirupur and all proceedings which either party to the contract may be entitled to take against the other under the contract shall be instituted in a Court of original Jurisdiction at Tirupur.

The appellants complained that the respondent did not deliver the goods in accordance with the contract and that although there was a settlement under which the quantity agreed to be delivered under the contracts were reduced, the latter still defaulted in making delivery as per the revised contract and prayed for relief by way of damages. The suits were resisted on various grounds. Several issues were framed in the suits, among them being the preliminary one as to the jurisdiction of the Court at Madras to entertain the suits. The plea of the respondent was that by virtue of Cl. 10 of the General Conditions of the contract, the parties validly agreed to have the Courts in the Coimbatore district as the forum for deciding their disputes and that the Court at Madras could not entertain them. The respondent in the second of the two appeals had also filed an application to revoke the leave granted by this Court for the institution of the suit. It is however unnecessary to consider now whether a subordinate Court would have jurisdiction to revoke the leave granted by this Court.

The learned Assistant City Civil Judge held that part of the cause of action arose at Madras, that both the Court at Madras and that having jurisdiction over Tirupur would have jurisdiction to try the suits, and as the parties had under Cl. 10 of the contract agreed to have their disputes decided by the latter Court, the jurisdiction of the Madras Court should be held to be excluded. On that finding the plaints were returned for presentation to the proper Court. It is the correctness of this conclusion that is challenged in these appeals.

It is well settled that where there are two competent Courts which can try and deal with the subject matter of a claim on a contract it would be open to the parties to agree that the disputes arising under the contract should be adjudicated upon by one of such Courts-Vide H. K. Dada (India) Ltd., v. M. P. Sugar Mills Co., Ltd.. (1954) 1 M.L.J. 434=67 L.W. 36. It can also he taken as a settled rule that contracts which attempt to out the jurisdiction of one of the Courts, which under the law can take cognisance of the suit will have to be strictly construed. The question therefore is whether on the terms of the contract in the present case it can be held that the jurisdiction of one of two competent Courts is ousted. Cl. 10 of the contract stipulates that all contracts shall be taken to have been made at Tirupur and that proceedings which one party make take against another in respect of the contract should be instituted "in a Court of original jurisdiction in Tirupur."

In Tirupur there is no civil Court with unlimited jurisdiction. There is only a District Munsif''s Court in that place which exercises jurisdiction to the limit of Rs. 5000. That Court will not be competent to entertain the suits above that amount. In regard to claims above Rs. 5000, suits arising within the geographical limits of Tirupur will have to be instituted in the Sub Court, Coimbatore. Thus the Court at Tirupur will have no jurisdiction to entertain the present suits. It is however contended for the respondent, and that contention found favour with the lower Court, that the Court at Tirupur should mean Courts having original jurisdiction over Tirupur. That interpretation involves introduction of other words in the contract. In other words, the words "in a Court of original jurisdiction in Tirupur," should be read as "in a Court having original jurisdiction over Tirupur." In our opinion there is no justification for the introduction of these words in Cl. 10 for two reasons (i) in the earlier part of Cl. 10 where the words in "Tirupur" occur, the reference is obviously to the place. It is but proper that the same interpretation should be adopted when the same words are used in the latter part of the same CI. (2) The phrase "in a Court of original jurisdiction in Tirupur" is not a vague or ambiguous expression. Admittedly a Court is functioning at Tirupur, though with a limited jurisdiction. As we pointed out already, the contract is embodied in a printed form. The general conditions of sale are printed on the reverse of the contract form. It may be that the parties contemplated that cases will arise involving claims less than Rs. 5000. In such cases, Cl. 10 will certainly have a relevance. It cannot therefore be said that Cl. 10 will be rendered meaningless if a different interpretation other than what appears from the words used therein were to be adopted. In other words, Cl. 10 will apply to cases where the claims under the contract will involve amounts less than Rs. 5000. But the question we have to consider is whether that clause being as a part of the suit contract could be interpreted by supplying words which are not there. The general rule of construction of a written contract is that the language of the instrument has to be understood in its ordinary and natural meaning notwithstanding the fact that such a construction may appear not to carry out the view which it may be supposed the parties intended to carry out. If the natural and grammatical meaning were to be adopted in the present case, Cl. 10 would certainly have a meaning there being a Court situate in Tirupur itself. So far as we are able to see there is nothing in Cl, 10 of the contract, or in the other parts of the contract, to show that the words "in Tirupur" were intended to be used in a wider sense so as to include the Coimbatore Court as well. It may be that the bargain as understood by the respondent was that the Courts exercising jurisdiction over the seller''s place of business should alone have jurisdiction. But the question arises in this case has to be decided not so much as what one of the parties had in his mind, but what is the expressed intention of the parties under the contract. The words used are ordinary words and not technical ones for which any special meaning could be attached. Where the language is free from ambiguity and where the interpretation contended for the appellant is consistent with the natural meaning of the words, it would be beyond the powers of a Court under the guise of ascertaining the true intention of the parties to add more words. It would follow that the words "in Tirupur" could only refer to the locality and not to Courts having jurisdiction over that place i.e., the Court of which place will exercise jurisdiction over Tirupur. An almost similar question arose for consideration in Dhanmal Marwari Vs. Messrs. Jankidas Baijnath The contract in that case stipulated that the suit should be laid at Katihar. Katihar had only a Munsif''s Court which could not entertain the suit which was for an amount beyond the jurisdiction of the District Munsif''s Court. The suit was therefore instituted in the Sub Court of Chittagong. Both the learned Judges were of the view that the suit could not be entertained by the Sub Court at Chittagong as that was not agreed to by the parties. Biswas, J. observed that the effect of the clause stipulating for the filing of suits at Katihar in regard to a contract, the claim under which was beyond the jurisdiction of the Court, was to confer jurisdiction on the Katihar Court beyond its pecuniary limits and could not therefore be given effect to. The learned Judge has stated :

The agreement, even if it could be regarded as valid in so far as it purported to confer jurisdiction on the Court at Katihar could, therefore, be given effect to only partially, and it is doubtful how far it could, therefore. be regarded as a valid and enforceable agreement.

Latifur Rahman J. observed :

As, however in the present case it appears that the Court at Katihar had no pecuniary jurisdiction to entertain this suit, there being only a Munsif''s Court at Katihar which could not take cognisance of a suit valued at Rs. 2,020, the principle stated above will not apply. The agreement will in effect amount to divesting the only competent Court of its jurisdiction and vesting it in another which can have no pecuniary jurisdiction.

The lower Court did not follow the decision reported in Dhanmal Marwari Vs. Messrs. Jankidas Baijnath because it held that the view expressed in that case was contrary to the decision of a Bench of this Court in H. K. Dada (India) Ltd. v. M. P. Sugar Mills Co. Ltd. (1954) 1 M.L.J 434=67 L.W. 36. We are unable to agree with the learned Judge that the decision in Dhanmal Marwari Vs. Messrs. Jankidas Baijnath can be distinguished in that way. In H.K. Dada (India) Ltd. v. M.P. Sugar Mills Co. Ltd. (1954) 1 M.L.J 434=67 L.W. 36, the learned Chief Justice referring to the former decision observed that the effect of one of the terms of the contract in that case was to oust the jurisdiction of the only competent Court and to confer it on another which had no jurisdiction and such a term could not be enforced. It is however necessary to consider in the present case as to whether CI. 10 will not apply to cases where the claim is less than the pecuniary limits of the jurisdiction of the Tirupur Court. Biswas J. in Dhanmal Marwari Vs. Messrs. Jankidas Baijnath , expressed a doubt whether the clause as such would be valid. It may be that in regard to contracts involving a claim within the jurisdiction of the Court at Tirupur the clause would be operative. But the validity or operation of a provision like that in Cl. 10 has to be judged with reference to the contract which is the subject matter of the suit. It would follow that where the claim is beyond the pecuniary limits of Tirupur Court, that clause would have no operation on the principle that what the parties attempted to do was to confer jurisdiction upon a Court which had no jurisdiction and also depriving the only Court that had jurisdiction, of its jurisdiction. The matter can be looked at in another way as well. The parties, when they entered into the contract should be deemed to have been aware of the limits of the jurisdiction of the Court at Tirupur. When they said that the Court at Tirupur should be the forum where the disputes will have to be settled, they should be held to have impliedly agreed that where the claims under the contract amount of less than Rs. 5000, the suit should be instituted at Tirupur. It is obvious that such a clause will not govern a case where the claim is more than Rs. 5000, in regard to these cases it must be held that there is no provision in the contract stipulating as to in which of the forums a suit has got to be instituted. We are therefore of the opinion that there is no operative or valid clause ousting the jurisdiction of the Madras Court and vesting it in the Court at Coimbatore. It must be held that the suits have been properly instituted in the Madras Court. The appeals are therefore allowed. The lower Court will restore the suits to its file and dispose the other issues in the case. The appellants will be entitled to costs in both the cases.