# 7 S.C.R. 581 M/S. SWASTIK GASES P. LTD v. INDIAN OIL CORP. LTD - **Citation:** [2013] 7 S.C.R. 581 - **Court:** Supreme Court of India - **Decided:** 2013-07-03 - **Case number:** Civil Appeal No. 5086 of 2013 - **Bench:** R.M. Lodha, Madan B. Lokur, Kurian Joseph - **Source:** https://unisonlegal.in/judgment/supreme-court-of-india/7-s-c-r-581-m-s-swastik-gases-p-ltd-v-indian-oil-corp-ltd-29240 - **Pages:** 36 ## Headnote Arbitration and Conciliation Act, 1996: A B s. 11 - Application for appointment of arbitrator - • C Territorial jurisdiction - Jurisdiction clause in agreement specifying the court - Held: Where the contract specifies the jurisdiction of the courts at a particular place and such courts have jurisdiction to deal with the matter, an inference may be drawn that parties intended to exclude all other courts - A D clause like this is not hit by s. 23 of the Contract Act - Such a clause is neither forbidden by law nor it is against the public policy - It does not offend s. 28 of the Contract Act in any manner - Absence of words like "alone~ "only", "exclusive" or "exclusive jurisdiction" is neither decisive nor does it make E any material difference in deciding the jurisdiction of a court - The very existence of a jurisdiction clause in an agreement makes the intention of the parties to, an agreement quite clear and it is not advisable to read such a clause in the agreement like a statute - Contract Act, 1872 - ss.23 and 2 8 ~Maxim, F expressio unius est exclusio alterius. An agreement was entered into between the appellant and the IBP Company (subsequently merged with the respondent Corporation) whereby the appellant G was appointed the company's consignment agent for marketing lubricants at Jaipur (Rajasthan). Dispute arose between the parties and, ultimately, the appellant._filed an application uls 11 of the Arbitration and Conciliation Act, 581 H 582 SUPREME COURT REPORTS [2013] 7 S.C.R. A 1996 before the Chief Justice of the Rajasthan High Court for appointment of an arbitrator. The company contested the application, inter alia, by raising a plea of lack of territorial jurisdiction of the Rajasthan High Court in the matter since the agreement had been made subject to B jurisdiction of the courts at Kolkata. The designated Judge held that Rajasthan High Court did not have any territorial jurisdiction to entertain the application and dismissed the same while giving liberty to the appellant to file the arbitration application in the Calcutta High c Court. In the instant appeal, the question for consideration before the Court was: "whether, in view of clause 18 of the consignment agency agreement dated 13.10.2002, the Calcutta High Court has exclusive jurisdiction in respect D of the application made by the appellant u/s 11 of the Arbitration and Conciliation Act, 1996". E Dismissing the. appeal, the Court HELD: Per R.M. Lodha. J.(for himself and for Kurian Joseph. J.): 1.1. Where the contract specifies the jurisdiction of the courts at a particular place and such courts have F jurisdiction to deal with the matter, an inference may be drawn that parties intended to exclude all other courts. A clause like this is not hit by s. 23 of the Contract Act at all. Such clause is neither forbidden by law nor is it against the public policy. It does not offend s.28 of the G Contract Act in any manner. [para 31) [607-F-G] H Hakam Singh v. Mis. Gammon (India) Ltd. 1971 (3) SCR 314 = (1971) 1 SCC 286; A.B.C. Laminart Pvt. Ltd. and Another v. A.P. Agencies, Salem 1989 (2) SCR 1 = (1989) 2 SCC 163; R.S.O. V. Finance Co. Pvt. Ltd. v. Shree Vallabh- SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 583 Glass Works Ltd. 1993 (1) SCR 455 = (1993) 2 SCC 130; A Angile Insulations v. Davy Ashmore India Ltd. and Another 1995 (3) SCR 443; Shriram City Union Finance Corporation Limited v. Rama Mishra (2002) 9 SCC 613; Hanil Era Textiles Ltd. v. Puromatic Filters (P) Ltd. 2004 (1) Suppl. SCR 333 = (2004) 4 SCC 671 ; Balaji Coke Industry Private Limited v. B Maa Bhagwati Coke Gujarat Private Limited 2009 (14) SCR 241 = (2009) 9 SCC 403; New Moga Transport Co., through its Proprietor Krishanlal Jhanwar v. United India Insurance Co. Ltd. and Others 2004 (1) Suppl. SCR 623 = (2004) 4 SCC 677; Harshad Chiman Lal Modi v. DLF Universal Ltd. and Another 2005 (3) Suppl. SCR 495 = C (2005) 7 SCC 791; Rajasthan State Electricity Board v. Universal Petrol Chemicals Limite ## Text _Characters 0–39,932 of 67,812. This is a partial read: ask again with offset=39932 for what follows._ [2013) 7 S.C.R. 581 M/S. SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. (Civil Appeal No. 5086 of 2013) JULY 03, 2013 [R.M. LODHA, MADAN B. LOKUR AND KURIAN JOSEPH, JJ.] Arbitration and Conciliation Act, 1996: A B s. 11 - Application for appointment of arbitrator - • C Territorial jurisdiction - Jurisdiction clause in agreement specifying the court - Held: Where the contract specifies the jurisdiction of the courts at a particular place and such courts have jurisdiction to deal with the matter, an inference may be drawn that parties intended to exclude all other courts - A D clause like this is not hit by s. 23 of the Contract Act - Such a clause is neither forbidden by law nor it is against the public policy - It does not offend s. 28 of the Contract Act in any manner - Absence of words like "alone~ "only", "exclusive" or "exclusive jurisdiction" is neither decisive nor does it make E any material difference in deciding the jurisdiction of a court - The very existence of a jurisdiction clause in an agreement makes the intention of the parties to, an agreement quite clear and it is not advisable to read such a clause in the agreement like a statute - Contract Act, 1872 - ss.23 and 2 8 ~Maxim, F expressio unius est exclusio alterius. An agreement was entered into between the appellant and the IBP Company (subsequently merged with the respondent Corporation) whereby the appellant G was appointed the company's consignment agent for marketing lubricants at Jaipur (Rajasthan). Dispute arose between the parties and, ultimately, the appellant._filed an application uls 11 of the Arbitration and Conciliation Act, 581 H 582 SUPREME COURT REPORTS [2013] 7 S.C.R. A 1996 before the Chief Justice of the Rajasthan High Court for appointment of an arbitrator. The company contested the application, inter alia, by raising a plea of lack of territorial jurisdiction of the Rajasthan High Court in the matter since the agreement had been made subject to B jurisdiction of the courts at Kolkata. The designated Judge held that Rajasthan High Court did not have any territorial jurisdiction to entertain the application and dismissed the same while giving liberty to the appellant to file the arbitration application in the Calcutta High c Court. In the instant appeal, the question for consideration before the Court was: "whether, in view of clause 18 of the consignment agency agreement dated 13.10.2002, the Calcutta High Court has exclusive jurisdiction in respect D of the application made by the appellant u/s 11 of the Arbitration and Conciliation Act, 1996". E Dismissing the. appeal, the Court HELD: Per R.M. Lodha. J.(for himself and for Kurian Joseph. J.): 1.1. Where the contract specifies the jurisdiction of the courts at a particular place and such courts have F jurisdiction to deal with the matter, an inference may be drawn that parties intended to exclude all other courts. A clause like this is not hit by s. 23 of the Contract Act at all. Such clause is neither forbidden by law nor is it against the public policy. It does not offend s.28 of the G Contract Act in any manner. [para 31) [607-F-G] H Hakam Singh v. Mis. Gammon (India) Ltd. 1971 (3) SCR 314 = (1971) 1 SCC 286; A.B.C. Laminart Pvt. Ltd. and Another v. A.P. Agencies, Salem 1989 (2) SCR 1 = (1989) 2 SCC 163; R.S.O. V. Finance Co. Pvt. Ltd. v. Shree Vallabh- SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 583 Glass Works Ltd. 1993 (1) SCR 455 = (1993) 2 SCC 130; A Angile Insulations v. Davy Ashmore India Ltd. and Another 1995 (3) SCR 443; Shriram City Union Finance Corporation Limited v. Rama Mishra (2002) 9 SCC 613; Hanil Era Textiles Ltd. v. Puromatic Filters (P) Ltd. 2004 (1) Suppl. SCR 333 = (2004) 4 SCC 671 ; Balaji Coke Industry Private Limited v. B Maa Bhagwati Coke Gujarat Private Limited 2009 (14) SCR 241 = (2009) 9 SCC 403; New Moga Transport Co., through its Proprietor Krishanlal Jhanwar v. United India Insurance Co. Ltd. and Others 2004 (1) Suppl. SCR 623 = (2004) 4 SCC 677; Harshad Chiman Lal Modi v. DLF Universal Ltd. and Another 2005 (3) Suppl. SCR 495 = C (2005) 7 SCC 791; Rajasthan State Electricity Board v. Universal Petrol Chemicals Limited 2009 (1) SCR 138 = (2009) 3 SCC 107; and A. V.M. Sa/es Corporation v. Anuradha Chemicals Private Limited 2012 (1) SCR 318 = (2012) 2 SOC 315 - relied on. D Harshad Chiman Lal Modi v. DLF Universal Ltd. and Another 2005 (3) Suppl. SCR 495 = (2005) 7 sec 791; and lnterglobe Aviation Limited v. N. Satchidanand 2011 (6) SCR 1116 = (2011) 7 SCC 463 - referred to. E 1.2. Section 11 (12)(b) of the Arbitration and Conciliation Act, 1996 provides that where the matters . referred to in sub-ss. (4), (5), (6), (7), (8) and (10) arise in an arbitration other than the international commercial arbitration, the reference to 'Chief Justice' in those subF sections shall be construed as a reference to the Chief Justice of the High Court within whose local limits the Principal Civil Court referred to in s.2(1)(e) is situate, and where the High Court itself is the court referred to in clause (e) of sub-s. (1) of s.2, to the Chief Justice of that G High Court. Clause (e) of sub-s. (1) of s. 2 defines 'Court' which means the principal Civil Court of original jurisdiction in a district, and includes the High Court in exercise of its ordinary civil jurisdiction, having H 584 SUPREME COURT REPORTS [2013] 7 S.C.R. A jurisdiction to decide the questions forming the subject matter of the arbitration if the same had been the subject matter of a suit, but does not include any civil court of a grade inferior to such principal Civil Court, or any Court of Small Causes. [para 29) [605-F-H; 606-A-B] B 1.3. Beside, when it comes to the question of territorial jurisdiction relating to the application u/s 11 of the 1996 Act, s.20 of the Code of Civil Procedure, 1908 is relevant, which states that subject to the limitations provided in ss. 15 to 19, every suit shall be instituted in a C court within the local limits of whose jurisdiction (a) the defendant, or each of the defendants where there are more than one, at the time of commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain; or (b) any of the defendants, D where there are more than one, at the time of the commencement of the suit, actually and voluntarily resides, or carries on business, or personally works for gain, provided that in such case either the leave of the court is given, or the defendants who do not reside, or E carry on. business, or personally work for gain, as aforesaid, acquiesce i~ such institution; or (c) the cause of action, wholly or in part arises. The explanation appended to s.20 clarifies that a corporation shall be deemed to carry on business at its sole or principal office F in India or, in respect of any cause of action arising at any place where it has also a subordinate office, at such place. [para 30] [606-B-F] 1.4. In the instant case, the appellant does not dispute that part of cause of action has arisen in Kolkata. G The case of the appellant is that part of cause of action has also arisen in Jaipur and, therefore, Chief Justice of the Rajasthan High Court or the designate Judge has jurisdiction to consider the application made by the appellant for the appointment of an arbitrator u/s 11. H SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 585 Having regard to s.11 (12)(b) and s. 2(e) of the 1996 Act read with s. 20(c) of the Code, the Chief Justice or the designate Judge of the Rajasthan High Court has jurisdiction in the matter. However, by making a provision that the agreement is subject to the jurisdiction of the courts at Kolkata, the parties have impliedly excluded the jurisdiction of other courts. [para 31] [606-F-H; 607-A-E] 1.5. It is a fact that whilst providing for jurisdiction· clause in the agreement the words like 'alone', 'only', 'exclusive' or 'exclusive jurisdiction' have not been used but this is not dec~sive and does not make any material difference. The intention of the parties - by having clause 18 in the agreement - is clear and unambiguous that the courts at Kolkata shall have jurisdiction which means that the courts at Kolkata alone shall have jurisdiction. It is so because for construction of jurisdiction clause, like clause 18 in the agreement, the maxim expressio unius est exclusio alterius (expression of one is the exclusion of another) comes into play as . there is nothing to indicate to the contrary. The impugned order does not suffer from any error of law. The appellant shall be at liberty to pursue its remedy u/s 11 of the 1996 Act in the Calcutta High Court. [para 31 and 33-34] [607C-E; 608-B-C] Per Madan B. Lokur. J. (Concurring): 1.1. The law on the subject is well settled and it is to nobody's advantage if the same law is affirmed many times over. The exclusion of jurisdiction clause in some decisions of this Court* generally uses the word "alone" and, therefore, it is quite obvious that the parties have, by agreement, excluded the jurisdiction of courts other than those mentioned in the agreement. The exclusion clause in such cases is explicit and presents no difficulty in understanding or appreciation. [para 2, and 7-8] [608D; 609-B-C; 611-C] A B c D E F G H 586 SUPREME COURT REPORTS [2013] 7 S.C.R. A *Hakam Singh v. Mis. Gammon (India) Ltd. 1971 (3) SCR 314 = (1971) 1 SCC 286 Globe Transport Corporation v. Triveni Engineering Works and Another (1983) 4 SCC 707 Angile Insulations v. Davy Ashmore India Ltd. and Another 1995 (3) SCR 443; New Moga Transport Co., through its B Proprietor Krishanlal Jhanwar v. United India Insurance Co. Ltd. and others 2004 (1) Suppl. SCR 623 = (2004) 4 SCC 677; Shree Subhlaxmi Fabrics (P) Ltd. v. Chand Mal Baradia and Others 2005 (20) SCR 1138 :::: (2005) 10 SCC 704 Rajasthan State Electricity Board v. Universal Petrol C Chemicals Limited 2009 (1) SCR 138 = (2009) 3 SCC 107; and AV. M. Sales Corporation v. Anuradha Chemicals Private Limited 2012 (1) SCR 318 = (2012) 2 SCC 315 - relied on 1.2. In some other decisions**, the exclusion clause D is not specific or explicit in as much as words like "only", "alone" or "exclusively" and so on have not been used. · The very existence of the exclusion of jurisdiction clause in the agreement would be rendered meaningless were it not given its natural and plain meaning. The use of E words like "only", "exclusively", "alone" and so on are not necessary to convey the intention of the parties in an exclusion of jurisdiction clause of an agreement It will be seen from these decisions that except in A.B.C. Laminart where this Court declined to exclude the jurisdiction of F the Courts in Salem, in all other similar cases an inference was drawn (explicitly or implicitly) that the parties intended the implementation of the exclusion clause as it reads notwithstanding the absence of the words "only", "alone" or "exclusively" and the like. The reason for this G is quite obvious. The parties would npt have included the ouster clause in their agreement were it not to carry any meaning at all. The very fact that the ouster clause '1s included in the agreement between the parties conveys their clear intention to exclude the jurisdiction of courts H other than those mentioned in the concerned clause. SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 587 Conversely, if the parties had intended that all courts A where the cause of action or a part thereof had arisen would continue to have jurisdiction over the dispute, the exclusion clause would not have found a place in the agreement between the parties. [para 4, 9 and 26] [608-FG; 611-C-D; 615-8-E] B **A.B. C. Laminart Pvt. Ltd. and Another v. A.P. Agencies, Salem 1989 (2) SCR 1 = (1989) 2 sec 163; R.S.D. V. Finance Co. Pvt. Ltd. v. Shree Vallabh Glass Works Ltd. 1993 (1) SCR 455 = (1993) 2 SCC 130; Hanil Era Textiles Ltd. v. Puromatic Filters (P) Ltd. 2004 (1) Suppl. SCR 333 = (2004) C 4 SCC 671; Balaji Coke Industry Private Limited v. Maa Bhagwati Coke Gujarat Private Limited 2009 (14) SCR 241 = (2009) 9 SCC 403 Shriram City Union Finance Corporation Limited v. Rama Mishra (2002) 9 SCC 613 - relied on. Harshad Chiman Lal Modi v. DLF Universal Ltd. and Another 2005 (3) Suppl. SCR 495 = (2005) 7 SCC 791; and lnterglobe Aviation Limited v. N. Satchidanand 2011 (6) SCR 1116 = (2011) 7 SCC 463 - distinguished. 1.3. Therefore in the jurisdiction clause of an D E agreement, the absence of words like "alone", "only", "exclusive" or "exclusive jurisdiction" is neither decisive nor does it make any material difference in deciding the jurisdiction of a court. The very existence of a jurisdiction F clause in an agreement makes the intention of the parties to an agreement quite clear and it is not advisable to read such a clause in the agreement like a statute. [para 28] [615-G-H; 616-A-B] 1.4. The appellant, in the instant case, did not dispute G that a part of the cause of action arose in Kolkata. Therefore, jurisdiction in the subject matter of the proceedings vested, by agreement, only in the courts in Kolkata. [para 4 and 27] [608-G; 615-F-G] H 588 SUPREME COURT REPORTS [2013) 7 S.C.R. A Case Law Reference: Per Lodha, J. 1989 (2) SCR 1 relied on para 6 B 2009 (1) SCR 138 relied on para 6 1971 (3) SCR 314 relied on para 14 (1983) 4 sec 101 relied on para 15 1993 (1) SCR 455 relied on para 17 c 1995 (3) SCR 443 relied on para 18 c2002) 9 sec 613 relied on para 19 , 2004 (1) Suppl. SCR 333 relied on para 20 D 2004 (1) Suppl. SCR 623 relied on para 21 2005 (20) SCR 1138 relied on para 22 2005 (3) Suppl. SCR 49 referred to para 23 .E 2009 (14) SCR 241 referred to para 25 2011 (6) SCR 1116 referred to para 26 2012 (1) SCR 318 relied on para 28 F Per Madan B. Lokur, J. 1971 (3) SCR 314 relied on para 7 (1983) 4 sec 101 relied on para 7 1995 (3) SCR 443 relied on para 7 G 2004 (1) Suppl. SCR 623 relied on para 7 2005 (20) SCR 1138 relied on para 7 2009 (1) SCR 138 relied on para 7 H SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 589 2012 (1) SCR 318 relied on para 7 A 1989 (2) SCR 1 relied on para 10 1993 (1) SCR 455 relied on para 15 2004 (1) Suppl. SCR 333 relied on para 18 B 2009 (14) SCR 241 relied on para 21 (2002) s sec 613 relied on para 23 2005 (3) Suppl. SCR 495 distinguished para 27 c 2011 (6) SCR 1116 distinguished para 27 CIVIL APPELLATE JURISDICTION : Civil Appeal No. 5086 of 2013. From the Judgment and Order dated 13.10.2011 of the D High Court of Judicature for Rajasthan at Jaipur Bench, Jaipur in S.B. Civil Misc. Arbitration Application No. 49 of 2008. Uday Gupta, Shivani M. Lal, Hiren Sadan, M.K. Tripathi, Mohan Pandey for the Appellant. E Sidharth Luthra, ASG, Priya Puri, Sagar Singhal for the Respondent. The Judgments of the Court was delivered by R.M. LODHA, J. 1. Leave granted. F 2. The short question that arises for consideration in this appeal by special leave is, whether, in view of clause 18 of the consignment agency agreement (for short, 'agreement') dated 13.10.2002, the Calcutta High Court has exclusive jurisdiction G in respect of the application made by the appellant under Section 11 of the Arbitration and Conciliation Act, 1996 (for short, '1996 Act'). 3. The above question arises in this way. The IBP H 590 SUPREME COURT REPORTS [2013) 7 S.C.R. A Company Limited, which has now merged with the respondentIndian Oil Corporation Limited, hereinafter referred to as 'the company', was engaged in the business of storage, distribution of petroleum products and also manufacturing and marketing of various types of lubricating oils, grease, fluid and coolants. B The company was interested to promote and augment its sales of lubricants and other products and was desirous of appointing consignment agents. The appellant, M/s. Swastik Gases Private Limited, mainly deals in storage, distribution of petroleum products including lubricating oils in Rajasthan and its registered c office is situated at Jaipur. An agreement was entered into between the appellant and the company on 13.10.2002 whereby the appellant was appointed the company's consignment agent for marketing lubricants at Jaipur (Rajasthan). There is divergent stand of the parties in respect 0 of the place of signing the agreement. The company's case is that the agreement has been signed at Kolkata while the appellant's stand is that it was signed at Jaipur. 4. In or about November, 2003, disputes arose between the parties as huge quantity of stock of lubricants could not be E sold by the appellant. The appellant requested the company to either liquidate the stock or. take back the stock and make payment thereof to the appellant. The parties met several times but the disputes could not be resolved amicably. F 5. On 16.07.2007, the appellant sent a notice to the company claiming a sum of Rs.18, 72,332/- under diverse heads with a request to the company to make payment of the above amount failing which it was stated that the appellant would pursue appropriate legal action against the company. G 6. Thereafter, on 25.08.2008 another notice was sent by H the appellant to the company invoking arbitration clause wherein name of a retired Judge of the High Court was proposed as the appellant's arbitrator. The company was requested to name their arbitrator within thirty days failing which it was stated that SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 591 [R.M. LODHA, J.] the appellant would have no option but to proceed under A Section 11 of the 1996 Act. 7. The company did not nominate its arbitrator within thirty days of receipt of the notice dated 25.08.2008 which led to the appellant making an application under Section 11 of the 1996 8 Act in the Rajasthan High Court for the appointment of arbitrator in respect of the disputes arising out of the above agreement. 8. The company contested the application made by the appellant, inter alia, by raising a plea of lack of territorial jurisdiction of the Rajasthan High Court in the matter. The plea C of the company was that the agreement has been made subject to jurisdiction of the courts at Kolkata and, therefore, Rajasthan High Court lacks the territorial jurisdiction in dealing with the application under Section 11. 9. In the course of hearing before the designate Judge, two D judgments of this Court, one A.B.C. Laminart1 and the other Rajasthan State Electricity BoarcP were cited. The designated Judge applied A.B.C. Laminart1 and held that Rajasthan High Court did not have any territorial jurisdiction to entertain the E application under Section 11 and dismissed the same while giving liberty to the appellant to file the arbitration application in the Calcutta High Court. It is from this order that the present appeal by special leave has arisen. 10. We have heard Mr. Uday Gupta, learned counsel for F the appellant and Mr. Sidharth Luthra, learned Additional Solicitor General for the company. Learned Additional Solicitor General and learned counsel for the appellant have cited many decisions of this Court in support of their respective arguments. Before we refer to these decisions, it is apposite that we refer G to the two clauses of the agreem,ent which deal with arbitration 1. A.B.C. Laminarl Pvt. Ltd. and Another v. A.P. Agencies, Salem; (1989) 2 sec 163. 2. Rajasthan State Electricity Board v. Universal Petrol Chemicals Umited; (2009) 3 sec 101. H 592 SUPREME COURT REPORTS [2013) 7 S.C.R. A and jurisdiction. Clause 17 of the agreement is an arbitration clause which reads as under: B c D E 17.0. Arbitration If any dispute or difference(s) of any kind whatsoever shall arise between the parties hereto in connection with or arising out of this Agreement, the parties hereto shall in good faith negotiate with a view to arriving at an amicable resolution and settlement. In the event no settlement is reached within a period of 30 days from the date of arising of the dispute(s)/difference(s), such dispute(s)/ difference(s) shall be referred to 2 (two) Arbitrators, appointed one each by the parties and the Arbitrators, so appointed shall be entitled to appoint a third Arbitrator who shall act as a presiding Arbitrator and the proceedings thereof shall be in accordance with the Arbitration and Conciliation Act, 1996 or any statutory modification or reenactment thereof in force. The existence of any dispute(s)/ difference(s) or initiation/continuation of arbitration proceedings shall not permit the parties to postpone or delay the performance of or to abstain from performing their obligations pursuant to this Agreement. 11. The jurisdiction clause 18 in the agreement is as follows: F 18.0. Jurisdiction The Agreement shall be subject to jurisdiction of the courts at Kolkata. 12. The contention of the learned counsel for the appellant G is that even though clause 18 confers jurisdiction to entertain disputes inter se parties at Kolkata, it does not specifically bar jurisdiction of courts at Jaipur where also part of the cause of action has arisen. It is the submission of the reamed counsel that except execution of the agreement, which was done at H SWASTIK GASES P. LTD. v. INDIAN OIL CORP .. LTD. 593 [R.M. LODHA, J.] Kolkata, though it was signed at Jaipur, all other necessary A bundle of facts forming 'cause of action' have arisen at Jaipur. This is for the reason that: (i) The regional office of the respondent - company is situate at Jaipur; (ii) the agreement was signed at Jaipur; (iii) the consignment agency functioned from Jaipur; (iv) all stock of lubricants was delivered by the B company to the appellant at Jaipur; (v) all sales transactions took place at Jaipur; (vi) the godown, showroom and office of the appellant were all situated in Jaipur; (vii) various meetings were held between the parties at Jaipur; (viii) the company agreed to lift the stock and make payment in lieu thereof at a C meeting held at Jaipur and (ix) the disputes arose at Jaipur. The learned counsel for the appellant would submit that since part of the cause of action has arisen within the jurisdiction of the courts at Jaipur and clause 18 does not expressly oust the jurisdiction of other courts, Rajasthan High Court had territorial jurisdiction to try and entertain the petition under Section 11 of the 1996 Act. He vehemently contended that clause 18 of the agreement cannot be construed as an ouster clause because the words like, 'alone', 'only', 'exclusive' and 'exclusive jurisdiction' have not been used in the clause. ·· 13. On the other hand, the learned Additional Solicitor General for the company stoutly defended the view of the designate Judge that from clause 18 of the agreement, it was apparent that the parties intended to exclude jurisdiction of all D .· E courts other than the courts at Kolkata. F 14. Hakam Singh3 is one of the earlier cases of this Court wherein this Court highlighted that where two Courts have territorial jurisdiction to try the dispute between the parties and the parties have agreed that dispute should be tried by only one G of them, the court mentioned in the agreement shall have jurisdiction. This principle has been followed in many subsequent decisions. 3. Hakam Singh v. Mis. Gammon (India) Ltd; (1971) 1 SCC 286. H 594 SUPREME COURT REPORTS [2013) 7 S.C.R. · · A 15. In Globe Transport' while dealing with the jurisdiction clause which read "the Court in Jaipur City alone shall have jurisdiction in respect of all claims and matters arising (sic) under the consignment or of the goods entrusted for transportation", this Court held that the jurisdiction clause in the B agreement was valid and effective and the Courts at Jaipur only had jurisdiction and not the courts at Allahabad which had jurisdiction over Naini where goods were to be delivered and were in fact delivered. 16. In A.B.C. Laminart1, this Court was concerned with C clause 11 in the agreement which read, "any dispute arising out of this sale shall be subject to Kaira jurisdiction". The disputes having arisen out of the contract between the parties, the respondents therein filed a suit for recovery of amount against the appellants therein and also claimed damages in D the court of subordinate judge at Salem. The appellants, inter alia, raised the preliminary objection that the subordinate judge at Salem had no jurisdiction to entertain the suit as parties by express contract had agreed to confer exclusive jurisdiction in regard to all disputes arising out of the contract on the civil court E at Kaira. When the matter reached this Court, one of the questions for consideration was whether the court at Salem had jurisdiction to entertain or try the suit. While dealing with this question, it was stated by this Court that the jurisdiction of the ·court in the matter of contract would depend on the situs of the F contract and the cause of action arising through connecting factors. The Court referred to Sections 23 and 28 of the Indian Contract Act, 1872 (for short, 'Contract Act') and Section 20(c) of the Civil Procedure Code (for short 'Code') and also referred to Hakam Singh3 and in paragraph 21 (pgs. 175-176) of the G Report held as under: " ...... When the clause is clear, unambiguous and specific accepted notions of contract would bind the parties and 4. Globe Transport Corporation v. Triveni Engineering Works and Another; H (1983) 4 sec 101. SWASTIK GASES P. LTD. v. INDIAN OIL CORP. LTD. 595 [RM. LODHA, J.] unless the absence of ad idem can be shown, the other A courts should avoid exercising jurisdiction. As regards construction of the ouster clause when words like 'alone', 'only', 'exclusive' and the like have been used there may be no difficulty. Even without such words in appropriate cases the maxim 'expressio unius est exclusio 2lterius' - B expression of one is the exclusion of another - may be applied. What is an appropriate case shall depend on the facts of the case. In such a case mention of one thing may imply exclusion of another. When certain jurisdiction is specified in a contract an intention to exclude all others c from its operation may in such cases be inferred. It has therefore to be properly construed." Then, in paragraph 22(pg. 176) of the Report, this Court held as under: " ..... We have already seen that making of the contract was D a part of the cause of action and a suit on a contract therefore could be filed at the place where it was made. Thus Kaira Court would even otherwise have had jurisdiction. The bobbins of metallic yarn were delivered E at the address of the respondent at Salem which, therefore, would provide the connecting factor for court at Salem to have jurisdiction. If out of the two jurisdictions one was excluded by clause 11 it would not absolutely oustthe jurisdiction of the court and, therefore, would not be void F against public policy and would not violate Sections 23 and 28 of the Contract Act. The question then is whether it can be construed to have excluded the jurisdiction of the court at Salem. In the clause 'any dispute arising out of this sale shall be subject to Kaira jurisdiction' ex facie we do not G find exclusionary words like 'exclusive', 'alone', 'only' and the like. Can the maxim 'expressio unius est exc/usio alterius' be applied under the facts and circumstances of the case? The order of confirmation is of no assistance. The other general terms and conditions are also not H • 596 A B· c SUPREME COURT REPORTS [2013) 7 S.C.R. indicative of exclusion of other jurisdictions. Under the facts and circumstances of the case we hold tha,t while connecting factor with Kaira jurisdiction was ensured by fixing the situs of the contract within Kaira, other jurisdictions having connecting factors were not clearly, unambiguously and explicitly excluded. That being the positiori it could not be said ·that the jurisdiction of the court at Salem which court otherwise had jurisdictipn under law through connecting factor of delivery of goods thereat was expressly excluded ...... " 17. In R. S. D. V. Finance 5 the question that fell for consideration in the appeal was, in light of the endorsement on the deposit receipt "subject to Anand jurisdiction", whether the Bombay High Court had jurisdiction to entertain the suit filed by the appellant therein. Following A.B.C. Laminarf1, this Court D in paragraph 9 (pgs. 136-137) of the Report held as under: E F G H "We may also consider the effect of the endorsement 'Subject to Anand jurisdiction' made on the deposit receipt issued by the defendant. In the facts and circumstances of this case it cannot be disputed that the cause of action had arisen at Bombay as the amount of Rs 10,00,000 itself was paid through a cheque of the bank at Bombay and the same was deposited in the bank account of the defendanf in the Bank of Baroda at Nariman Point, Bombay. The five post-dated cheques were also issued by the defendant being payable to the plaintiff at Bombay. The endorsement 'Subject to Anand jurisdiction' has been made unilaterally by the defendant while issuing the deposit receipt. The endorsement 'Subject to Anand jurisdiction' does not contain the ouster clause using the words like 'alone', 'only', 'exclusive' and the like. Thus the maxim 'expressio unius est exclusio alterius' cannot be applied under the facts and circumstances of the case and it cannot be held that 5. R.S.D.V. Finance Co. Pvt. Ltd. v. Shree Vallabh Glass Worl