Vipul Ganda is an Independent Litigation Counsel with over 14 years of experience and a proven track record in Litigation and Dispute Resolution.

Beoworld Pvt. Ltd. Versus Bang & Olufsen Expansion

Court / Forum : High Court of Delhi
Citation : CS(COMM) 122/2020
Coram : Justice Rajiv Shakdher
Subject : Order VII Rule 10 of Civil Procedure Code,1908 (“CPC”)
Date of Decision : August 24, 2020

Brief Facts

  • An application (“Application”) has been filed by the Defendant under Order VII Rule 10 of the CPC in the present suit. The Application is pivoted on a singular clause i.e. Clause 18 of the Master Dealer Agreement (“MDA”) whereby the Defendant asserts that the disputes raised in the instant suit can be presented by the Plaintiff only before the Court where the defendant is located i.e. The Danish Court.
  • The Plaintiff disputes this contention claiming that the present Court has concurrent jurisdiction. The Plaintiff further argues that Clause 18 of the MDA does not vest exclusive jurisdiction on the Courts in Denmark.


  1. Whether the parties can confer jurisdiction to the Danish Court by Clause 18 of the MDA?


  • The Hon’ble Court laid down the following principles in relation to conferring jurisdiction by parties in an agreement:
    “The parties cannot confer jurisdiction on a court to which CPC applies if it otherwise does not arise in law. However, if in law, two or more courts have jurisdiction in respect of disputes arising between the parties, parties by an agreement can confine jurisdiction qua disputes arising between them to one court and, thus, in effect, put fetters on approaching a court other than the agreed court i.e. the designated court or courts located in a particular territory. Such an agreement is not contrary to public policy, or in restraint of legal proceedings in terms of the provisions of Sections 23 and 28 of the Contracts Act.
    Second, merely because terms such as 'exclusive', 'alone' or 'only' are not used, would have no bearing on concluding as to whether or not the jurisdiction clause obtaining in a contract entered into between the parties confers jurisdiction upon a court to the exclusion of all other courts if the words used in the contract are otherwise clear and unambiguous. The important facet being that the court which is conferred with jurisdiction should, otherwise, in law, have jurisdiction in the matter.
    Third, the parties can, in law, forge or cobble up contracts which have a clause that requires one of the two disputants to approach the courts located in a particular jurisdiction [designated court] even while granting leeway to the other disputant to approach, for agitation of its grievance, not only the designated court but other courts of competent jurisdiction as well.
    Fourth, in an international contract, parties often confer jurisdiction on foreign courts located in neutral venues which have nothing to do either with the parties or the contract obtaining between them.
    Fifth, the courts have jurisdiction to grant anti-suit injunction where it is found that the proceeding that the defendant has taken out or intends to take out is vexatious or oppressive. [However, as would be noticed from the facts narrated hereinabove, that is not the precise frame of the instant suit.] It is, however, submitted on behalf of the plaintiff that if the instant application is allowed, the fact that the plaintiff would then have to approach, perhaps, the Danish courts, would be both vexatious and oppressive.
    Sixth, the clause concerning governing law would, ordinarily, have no bearing on concluding as to whether or not a clause obtaining in the contract entered into between the parties confers exclusive jurisdiction on a particular court where suits are instituted in India based on the provisions of CPC concerning cause of action.”
  • The Hon’ble Court further observed that clause 18 in the MDA envisage a situation which is often captured in international contracts that enables a foreign party to approach courts of competent jurisdiction for securing its interest having regard to the fact that the assets of the opposite party are often located in jurisdictions other than where the foreign party is situated. Further, the Plaintiff, while executing the MDA, should have foreseen that if it was required to take recourse to a legal remedy it would have to incur costs and also ferry evidence to Denmark.
  • The Hon’ble Court also noted that once contracts are entered into between the parties, which appear to be fair, reasonable and conscionable, the courts need to ensure that they are enforced in consonance with the provisions incorporated therein. This is truer of commercial contracts obtaining between a domestic and a foreign party. The enforceability of international contracts is one of the indices which foreign parties look for while deciding as to whether or not they should invest funds in businesses located in the country.
  • Therefore, the Hon’ble Court accordingly allowed the prayer made in the Application and the plaint was returned with necessary endorsements by the Registry.

Vipul Ganda is a Delhi based Advocate practicing largely at the Delhi High Court. His practice focus is Dispute Resolution and Litigation and his practice areas include Arbitration, Commercial, Civil, Constitutional, Corporate and Criminal Litigation.